Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Jan. 02, 2015 | Jan. 30, 2015 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | FALSE | |
Document Period End Date | 2-Jan-15 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | MTSI | |
Entity Registrant Name | M/A-COM Technology Solutions Holdings, Inc. | |
Entity Central Index Key | 1493594 | |
Current Fiscal Year End Date | -21 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 47,788,456 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Jan. 02, 2015 | Oct. 03, 2014 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $48,335 | $173,895 |
Accounts receivable, net | 79,452 | 75,156 |
Inventories | 89,208 | 73,572 |
Deferred income taxes | 35,956 | 35,957 |
Other current assets | 25,851 | 14,769 |
Total current assets | 278,802 | 373,349 |
Property and equipment, net | 59,393 | 50,357 |
Goodwill | 95,764 | 10,784 |
Intangible assets, net | 272,325 | 142,633 |
Deferred income taxes | 46,381 | 84,629 |
Other assets | 24,626 | 20,482 |
TOTAL ASSETS | 777,291 | 682,234 |
Current liabilities: | ||
Current portion of lease | 581 | |
Current portion of long-term debt | 3,500 | 3,478 |
Accounts payable | 32,636 | 29,797 |
Accrued liabilities | 34,544 | 34,248 |
Income taxes payable | 418 | 865 |
Deferred revenue | 219 | 17,258 |
Total current liabilities | 71,898 | 85,646 |
Lease payable, less current portion | 873 | |
Long-term debt, less current portion | 442,375 | 343,178 |
Warrant liability | 26,409 | 15,801 |
Other long-term liabilities | 8,714 | 9,042 |
Total liabilities | 550,269 | 453,667 |
Commitments and contingencies (Note 10) | ||
Stockholders' equity: | ||
Common stock | 48 | 48 |
Treasury stock | -330 | -330 |
Accumulated other comprehensive loss | -1,147 | -1,354 |
Additional paid-in capital | 382,268 | 377,714 |
Accumulated deficit | -153,817 | -147,511 |
Total stockholders' equity | 227,022 | 228,567 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $777,291 | $682,234 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Jan. 02, 2015 | Jan. 03, 2014 |
Income Statement [Abstract] | ||
Revenue | $114,864 | $84,154 |
Cost of revenue | 60,663 | 48,432 |
Gross profit | 54,201 | 35,722 |
Operating expenses: | ||
Research and development | 19,474 | 12,430 |
Selling, general and administrative | 25,599 | 19,383 |
Restructuring charges | 0 | 13,090 |
Total operating expenses | 45,073 | 44,903 |
Income (loss) from operations | 9,128 | -9,181 |
Other income (expense) | ||
Warrant liability (expense) gain | -10,608 | 1,282 |
Interest expense | -4,723 | -586 |
Other income | 375 | 78 |
Total other income (expense) | -14,956 | 774 |
Loss before income taxes | -5,828 | -8,407 |
Income tax provision (benefit) | 478 | -1,591 |
Loss from continuing operations | -6,306 | -6,816 |
Loss from discontinued operations | -2,105 | |
Loss attributable to common stockholders | ($6,306) | ($8,921) |
Basic loss per share: | ||
Loss from continuing operations | ($0.13) | ($0.15) |
Loss from discontinued operations | ($0.05) | |
Loss per share - basic | ($0.13) | ($0.19) |
Diluted loss per share: | ||
Loss from continuing operations | ($0.13) | ($0.15) |
Loss from discontinued operations | ($0.05) | |
Loss per share - diluted | ($0.13) | ($0.19) |
Shares used: | ||
Basic | 47,606 | 46,517 |
Diluted | 47,606 | 46,517 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Comprehensive Loss (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Jan. 02, 2015 | Jan. 03, 2014 |
Amounts Reclassified Out Of Accumulated Other Comprehensive Income Loss [Abstract] | ||
Net loss | ($6,306) | ($8,921) |
Foreign currency translation gain | 207 | 45 |
Total comprehensive loss | ($6,099) | ($8,876) |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statement of Stockholders' Equity (USD $) | Total | Common Stock [Member] | Treasury Stock [Member] | Accumulated Other Comprehensive Loss [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] |
In Thousands | ||||||
Balance at Oct. 03, 2014 | $228,567 | $48 | ($330) | ($1,354) | $377,714 | ($147,511) |
Balance, Shares at Oct. 03, 2014 | 47,548 | 23 | ||||
Issuance of common stock upon exercise of stock options | 389 | 389 | ||||
Issuance of common stock upon exercise of stock options, Shares | 45 | 45 | ||||
Issuance of common stock pursuant to employee stock purchase plan | 1,343 | 1,343 | ||||
Issuance of common stock pursuant to employee stock purchase plan, Shares | 97 | |||||
Shares repurchased for tax withholdings on stock awards | -337 | -337 | ||||
Shares repurchased for tax withholdings on stock awards, shares | -15 | |||||
Vesting of restricted common stock and units | 0 | 0 | 0 | 0 | 0 | 0 |
Vesting of restricted common stock, Shares | 41 | |||||
Share-based and other incentive compensation | 3,159 | 3,159 | ||||
Foreign currency translation | 207 | 207 | ||||
Net loss | -6,306 | -6,306 | ||||
Balance at Jan. 02, 2015 | $227,022 | $48 | ($330) | ($1,147) | $382,268 | ($153,817) |
Balance, Shares at Jan. 02, 2015 | 47,716 | 23 |
Condensed_Consolidated_Stateme3
Condensed Consolidated Statements of Cash Flows (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Jan. 02, 2015 | Jan. 03, 2014 |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | ($6,306) | ($8,921) |
Adjustments to reconcile net loss to net cash from operating activities (net of acquisition): | ||
Warrant liability expense (gain) | 10,608 | -1,282 |
Depreciation and amortization | 10,276 | 5,011 |
Acquired inventory step-up amortization | 667 | 203 |
Amortization of deferred financing costs | 439 | 119 |
Deferred income taxes | 504 | 20 |
Loss on disposal of property and equipment | 63 | 59 |
Share-based compensation | 3,159 | 1,845 |
Change in operating assets and liabilities (net of acquisition): | ||
Accounts receivable | 6,553 | 9,146 |
Inventories | 1,597 | -2,531 |
Prepaid expenses and other assets | 2,390 | -2,366 |
Accounts payable | -3,424 | 419 |
Accrued liabilities | -6,941 | 4,967 |
Income taxes | -463 | -4,730 |
Deferred revenue | -17,039 | 379 |
Net cash from operating activities | 2,083 | 2,338 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property and equipment | -2,956 | -2,167 |
Acquisition of intellectual property | -1,056 | -2,983 |
Acquisition of businesses, net | -223,070 | -232,028 |
Net cash used in investing activities | -227,082 | -237,178 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Capital contributions | 2,100 | |
Payments on long-term debt | -875 | |
Proceeds from revolving credit facility | 100,000 | 220,000 |
Payments on capital leases | -1,081 | |
Financing costs | -53 | |
Proceeds from stock option exercises and employee stock purchases | 1,732 | 1,057 |
Repurchase of common stock | -337 | |
Excess tax benefits | 580 | |
Payment of assumed debt | -32,864 | |
Net cash from financing activities | 99,439 | 190,820 |
NET CHANGE IN CASH AND CASH EQUIVALENTS | -125,560 | -44,020 |
CASH AND CASH EQUIVALENTS - Beginning of period | 173,895 | 110,488 |
CASH AND CASH EQUIVALENTS - End of period | 48,335 | 66,468 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||
Cash paid for interest | 5,753 | 128 |
Cash paid for income taxes | $70 | $1,656 |
Description_of_Business_Basis_
Description of Business, Basis of Presentation and Accounting | 3 Months Ended | |
Jan. 02, 2015 | ||
Accounting Policies [Abstract] | ||
Description of Business, Basis of Presentation and Accounting | 1 | DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION AND ACCOUNTING |
Description of Business—M/A-COM Technology Solutions Holdings, Inc. (MACOM or the Company) was incorporated in Delaware on March 25, 2009. MACOM is a supplier of high-performance analog RF, microwave, millimeterwave and photonic semiconductor products that enable next-generation internet and modern battlefield applications. Headquartered in Lowell, Massachusetts, MACOM has offices in North America, Europe, Asia and Australia. | ||
The Company has one reportable operating segment which designs, develops, manufactures and markets semiconductors and modules. | ||
Basis of Presentation—The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (GAAP) and applicable rules and regulations of the Securities and Exchange Commission (SEC) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. | ||
The Company’s fiscal year ends on the Friday closest to the last day of September. For fiscal years in which there are 53 weeks, the first quarter reporting period includes 14 weeks. Fiscal year 2015 is 52 weeks in length and the three months ended January 2, 2015 includes 13 weeks. Fiscal year 2014 was 53 weeks in length and the three months ended January 3, 2014 includes 14 weeks. | ||
On December 15, 2014, MACOM completed the acquisition of BinOptics Corporation (BinOptics), a supplier of high-performance photonic products (BinOptics Acquisition). The BinOptics Acquisition was accounted for as a purchase, and the operations of BinOptics have been included in MACOM’s condensed consolidated financial statements since December 15, 2014, the date of acquisition. | ||
MACOM acquired Nitronex, LLC (Nitronex) in connection with a common-control business combination on February 13, 2014 (Nitronex Acquisition). Nitronex, a supplier of high-performance gallium nitride (GaN) semiconductors for RF, microwave, and millimeterwave applications, was previously acquired by GaAs Labs, LLC (GaAs Labs) on June 25, 2012. GaAs Labs is a stockholder in MACOM and GaAs Labs, Nitronex and MACOM were under common control from June 25, 2012 through February 13, 2014 due to a common controlling stockholder. The accompanying condensed financial statements for three months ended January 3, 2014 combine MACOM’s historical condensed consolidated financial statements with the historical financial statements of Nitronex from September 28, 2013 through January 3, 2014, and have been presented in a manner similar to a pooling-of-interests to include the results of operations of each business since the date of common control. Since February 13, 2014, the results of Nitronex are included with those of MACOM on a consolidated basis. The accompanying condensed consolidated financial statements are referred to as “consolidated” for all periods presented. | ||
On December 18, 2013, MACOM completed the acquisition of Mindspeed Technologies, Inc. (Mindspeed), a supplier of high-performance, analog semiconductor solutions for communications infrastructure applications (Mindspeed Acquisition). The Mindspeed Acquisition was accounted for as a purchase, and the operations of Mindspeed have been included in MACOM’s consolidated financial statements since December 18, 2013, the date of acquisition. | ||
These consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended October 3, 2014, filed with the SEC on December 9, 2014. | ||
In the opinion of management, the accompanying unaudited consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations and cash flows for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the full fiscal year 2015. The condensed consolidated financial statements include the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated. | ||
Principles of Consolidation—The accompanying consolidated financial statements include the accounts of the Company and its majority-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Prior to the Nitronex Acquisition, MACOM and Nitronex did not have material intracompany transactions. | ||
Use of Estimates—The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities during the reporting periods, the reported amounts of revenue and expenses during the reporting periods, and the disclosure of contingent assets and liabilities at the date of the financial statements. On an ongoing basis, the Company bases estimates and assumptions on historical experience, currently available information, and various other factors that management believes to be reasonable under the circumstances. Actual results may differ materially from these estimates and assumptions. | ||
Discontinued Operations—In the second quarter of fiscal year 2014, the Company sold assets of the non-core wireless business of Mindspeed and presented the divested businesses as assets held for sale as of the date of the Mindspeed Acquisition. The operating results of the business are reflected in discontinued operations. | ||
Foreign Currency Translation and Remeasurement—The Company’s consolidated financial statements are presented in U.S. dollars. While the majority of the Company’s foreign operations use the U.S. dollar as the functional currency, the financial statements of the Company’s foreign operations for which the functional currency is not the U.S. dollar are translated into U.S. dollars at the exchange rates in effect at the balance sheet dates (for assets and liabilities) and at average exchange rates (for revenue and expenses). The unrealized translation gains and losses on the net investment in these foreign operations are accumulated as a component of other comprehensive income loss. | ||
The financial statements of the Company’s foreign operations where the functional currency is the U.S. dollar, but where the underlying transactions are transacted in a different currency, are re-measured at the exchange rate in effect at the balance sheet date with respect to monetary assets and liabilities. Nonmonetary assets and liabilities, such as inventories and property and equipment, and related statements of operations accounts, such as cost of revenue and depreciation, are remeasured at historical exchange rates. Revenue and expenses, other than cost of revenue, amortization and depreciation, are translated at the average exchange rate for the period in which the transaction occurred. The net gains (losses) on foreign currency remeasurement are reflected in selling, general and administrative expense in the accompanying consolidated statements of operations. The Company’s recognized net gains and losses on foreign exchange are included in selling, general and administrative expense and for all periods presented were immaterial. | ||
Revenue Recognition—The Company recognizes revenue when: (i) persuasive evidence of an arrangement exists; (ii) delivery or services have been rendered; (iii) the price is fixed or determinable, and (iv) collectability is reasonably assured. The Company recognizes revenue with the transfer of title and risk of loss, and provide for reserves for returns and other allowances. | ||
The Company generally does not provide customers other than distributors the right to return product, with the exception of warranty related matters. Accordingly, the Company does not maintain a reserve for such customers. Shipping and handling fees billed to customers are recorded as revenue while the related costs are classified as a component of revenue. The Company provides warranties for its products and accrues the cost of warranty claims in the period the related revenue is recorded. | ||
Certain agreements with distribution customers provide for rights of return and price protection until such time as the Company’s products are sold by the distributors to their customers and, until the quarter ended January 2, 2015, the Company recognizes revenue from sales under such agreements when the distributor resold the product to its end customer (the sell-through basis of recognizing revenue). In the first quarter ended January 2, 2015, the Company completed an evaluation of our revenue recognition methodology relating to distributors and concluded that it was more appropriate to recognize revenues on sales to distributors at the time of shipment to a distributor (the sell-in basis of recognizing revenue). | ||
Prior to the first quarter, the Company had concluded that it had insufficient information as well as limited experience in estimating the effect of the right of distributors to return product and price protection and, accordingly, used the sell through method of revenue recognition. The Company had recently concluded a study of three years of distributor related transactions in addition to its ongoing efforts to standardize its revenue recognition policies and believes the Company now has sufficient data to reach the conclusion that sales and revenues relating to distributor transactions are capable of reasonable estimation. Accordingly, the Company implemented the sell-in method of accounting for sales to distributors. The Company recorded adjustments during the first quarter ended January 2, 2015 related to this change to recognize previously deferred revenues and to establish a reserve of $5.5 million against distributor sales. The net effect was a one-time increase of $15.1 million for both previously deferred revenue and current period revenue. Additionally, the Company recognized the related inventory costs of $4.7 million. The foregoing resulted in a reduction of net loss by $8.5 million and a reduction of earnings per share loss of $0.18 per share. | ||
In determining the new reserve amount, the Company noted that distributor payments are due under agreed terms and are not contingent upon resale or any other matter other than the passage of time. The Company has agreements with some distributors and customers for various programs, including pricing protection, obsolete inventory, new products and stock rotation. Sales to these distributors and customers, as well as the existence of sales incentive programs, are in accordance with terms set forth in written agreements with these distributors and customers. In general, credits allowed under these programs are capped based upon individual distributor agreements. The Company records charges associated with these programs as a reduction of revenue at the time of sale based upon historical activity. The Company’s policy is to use a twelve month rolling historical experience rate as well as an estimated general reserve percentage in order to estimate the necessary allowance to be recorded. | ||
Recent Accounting Standards—Under the Jumpstart Our Business Startups Act (JOBS Act), the Company meets the definition of an emerging growth company. The Company has elected to avail itself of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the JOBS Act. | ||
In April 2014, the FASB issued Accounting Standards Update 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity (ASU 2014-08), which raises the threshold for disposals to qualify as discontinued operations. A discontinued operation is defined as: (1) a component of an entity or group of components that has been disposed of or classified as held for sale and represents a strategic shift that has or will have a major effect on an entity’s operations and financial results; or (2) an acquired business that is classified as held for sale on the acquisition date. ASU 2014-08 also requires additional disclosures regarding discontinued operations, as well as material disposals that do not meet the definition of discontinued operations. The application of this guidance is prospective from the date of adoption and applies only to disposals (or new classifications to held for sale) that have not been reported as discontinued operations in previously issued financial statements. | ||
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers. ASU 2014-09 requires revenue recognition to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 sets forth a new revenue recognition model that requires identifying the contract, identifying the performance obligations, determining the transaction price, allocating the transaction price to performance obligations and recognizing the revenue upon satisfaction of performance obligations. The amendments in the ASU can be applied either retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying the update recognized at the date of the initial application along with additional disclosures. The Company is currently evaluating the impact of ASU 2014-09, which is effective for the Company in its fiscal year beginning on September 30, 2017. |
Acquisitions
Acquisitions | 3 Months Ended | ||||||||
Jan. 02, 2015 | |||||||||
Business Combinations [Abstract] | |||||||||
Acquisitions | 2. ACQUISITIONS | ||||||||
Acquisition of BinOptics Corporation—On November 17, 2014, MACOM entered into an Agreement and Plan of Merger with BinOptics, a supplier of high-performance photonic products. On December 15, 2014, MACOM completed the acquisition of BinOptics. In accordance with the Agreement and Plan of Merger, all of the outstanding equity interests (including outstanding warrants) of BinOptics were exchanged for aggregate consideration of approximately $224.1 million in cash, subject to customary purchase price adjustments. The Company funded the BinOptics Acquisition with a combination of cash on hand and the incurrence of $100.0 million of additional borrowings under our existing Revolving Facility. The Company incurred $4.6 million in transaction costs related to the BinOptics Acquisition during the three months ended January 2, 2015. | |||||||||
The Company believes BinOptics aligns with its core growth strategy in its Networks market, and that it has a high-performance photonic products business model consistent with the Company’s target model for higher margin products with long product lifecycles. Further, the Company believes that BinOptics complements its existing business with an established footprint and customer relationships in the Asia-Pacific region and expands its addressable market for Indium Phosphide (InP) high-performance laser semiconductors and technology for use in optical networks. | |||||||||
The BinOptics Acquisition was accounted for as a purchase and the operations of BinOptics have been included in MACOM’s consolidated financial statements since the date of acquisition. | |||||||||
MACOM is recognizing BinOptics’ assets acquired and liabilities assumed based upon the fair value of such assets and liabilities measured as of the date of acquisition. The aggregate purchase price for BinOptics is being allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition. The excess of the purchase price over the fair value of the acquired net assets represents cost and revenue synergies specific to the Company, as well as non-capitalizable intangible assets, such as the employee workforce acquired, and has been allocated to goodwill, none of which is tax deductible. A preliminary allocation follows (in thousands): | |||||||||
Amount | |||||||||
Current assets | $ | 41,836 | |||||||
Intangible assets | 135,254 | ||||||||
Other assets | 14,090 | ||||||||
Total assets acquired | 191,180 | ||||||||
Liabilities assumed: | |||||||||
Debt | 1,491 | ||||||||
Deferred income taxes | 37,745 | ||||||||
Other liabilities | 12,810 | ||||||||
Total liabilities assumed | 52,046 | ||||||||
Net assets acquired | 139,134 | ||||||||
Consideration: | |||||||||
Cash paid upon closing, net of cash acquired | 224,114 | ||||||||
Goodwill | $ | 84,980 | |||||||
The components of the acquired intangible assets on a preliminary basis were as follows (in thousands): | |||||||||
Amount | Useful Lives | ||||||||
(Years) | |||||||||
Developed technology | $ | 17,954 | 7 | ||||||
Customer relationships | 113,500 | 10 | |||||||
Backlog | 3,800 | 1 | |||||||
$ | 135,254 | ||||||||
The overall weighted-average life of the identified intangible assets acquired in the acquisition is estimated to be 9.3 years and the assets are being amortized over their estimated useful lives based upon the pattern over which the Company expects to receive the economic benefit from these assets. | |||||||||
The purchase accounting is preliminary and subject to completion including the areas of taxation where a study of the potential utilization of acquired net operating losses is not yet complete, and certain fair value measurements, particularly the finalization of the valuation assessment of the acquired tangible and intangible assets. The adjustments arising from the completion of the outstanding matters may materially affect the preliminary purchase accounting and would be retroactively reflected in the financial statements as of January 2, 2015 and for the interim period then ended. | |||||||||
The following is a summary of BinOptics revenue and earnings included in MACOM’s accompanying condensed consolidated statements of operations for the three months ended January 2, 2015 (in thousands): | |||||||||
Revenue | $ | 2,128 | |||||||
Loss from continuing operations before income taxes | (1,379 | ) | |||||||
Unaudited Supplemental Pro Forma Data—The pro forma statements of operations data for the three months ended January 2, 2015 and January 3, 2014 below give effect to the BinOptics Acquisition, described above, as if it had occurred at September 27, 2013. These amounts have been calculated after applying MACOM’s accounting policies and adjusting the results of BinOptics to reflect the additional depreciation and amortization that would have been charged assuming the fair value adjustments to property, plant and equipment and intangible assets and additional interest expense on acquisition-related borrowings had been applied and incurred since September 27, 2013. The supplemental pro forma earnings for the three months ended January 2, 2015 and January 3, 2014 were adjusted to exclude discontinued operations. This pro forma data is presented for informational purposes only and does not purport to be indicative of the Company’s future results of operations. | |||||||||
Three months ended | |||||||||
January 2, | January 3, | ||||||||
2015 | 2014 | ||||||||
Revenue | $ | 126,731 | $ | 90,764 | |||||
Net loss | (7,611 | ) | (11,727 | ) | |||||
Acquisition under Common Control—On February 13, 2014, MACOM acquired Nitronex, LLC (Nitronex) an entity under common control, through a cash payment of $26.1 million for all of the outstanding ownership interests of Nitronex (Nitronex Acquisition). MACOM funded the Nitronex Acquisition through the use of available cash and borrowings under its revolving credit facility. The purchase price includes $3.9 million held on account by a third-party escrow agent pending any claims by MACOM in connection with general representation matters made by GaAs Labs, LLC (GaAs Labs) in the transaction. The indemnification period expires in August 2015, at which point if no claims are made, all amounts will be paid to GaAs Labs. | |||||||||
Acquisition of Mindspeed Technologies, Inc.—On December 18, 2013, MACOM completed the acquisition of Mindspeed, a supplier of semiconductor solutions for communications infrastructure applications. The Company acquired Mindspeed to further its expansion into high-performance analog products. | |||||||||
MACOM completed the Mindspeed Acquisition through a cash tender offer (Offer) by Micro Merger Sub, Inc. (Merger Sub), a wholly-owned subsidiary of MACOM, for all of the outstanding shares of common stock, par value $0.01 per share, of Mindspeed (Shares) at a purchase price of $5.05 per share, net to the seller in cash, without interest, less any applicable withholding taxes (Offer Price). Immediately following the Offer, Merger Sub merged with and into Mindspeed, with Mindspeed surviving as a wholly-owned subsidiary of MACOM. At the effective time of the merger, each Share not acquired in the Offer (other than shares held by MACOM, Merger Sub and Mindspeed, and shares of restricted stock assumed by MACOM in the merger) was converted into the right to receive the Offer Price. MACOM funded the Mindspeed Acquisition through the use of available cash and borrowings under its revolving credit facility. The aggregate purchase price for the Shares, net of cash acquired, was $232.0 million and MACOM assumed $81.3 million of liabilities and incurred costs of $4.5 million expensed during fiscal year 2014. | |||||||||
The Mindspeed Acquisition was accounted for as a purchase and the operations of Mindspeed have been included in MACOM’s consolidated financial statements since the date of acquisition. | |||||||||
MACOM recognized assets acquired and liabilities assumed based upon the fair value of such assets and liabilities measured as of the date of acquisition. The aggregate purchase price for Mindspeed was allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition. The excess of the purchase price over the fair value of the acquired net assets represents cost and revenue synergies specific to the Company, as well as non-capitalizable intangible assets, such as the employee workforce acquired, and has been allocated to goodwill, none of which is tax deductible. | |||||||||
The Company finalized the purchase price allocation of the Mindspeed acquisition during the current quarter. No allocation adjustments were recorded during the three months ended January 2, 2015. The final allocation of purchase price is as follows: | |||||||||
Amount | |||||||||
Current assets | $ | 50,612 | |||||||
Intangible assets | 138,663 | ||||||||
Deferred income taxes | 92,881 | ||||||||
Other assets | 31,788 | ||||||||
Total assets acquired | 313,944 | ||||||||
Liabilities assumed: | |||||||||
Current liabilities | 35,270 | ||||||||
Debt | 40,177 | ||||||||
Other liabilities | 5,865 | ||||||||
Total liabilities assumed | 81,312 | ||||||||
Net assets acquired | 232,632 | ||||||||
Consideration: | |||||||||
Cash paid upon closing, net of cash acquired | 232,028 | ||||||||
Fair value of vested awards assumed in acquisition | 785 | ||||||||
Total consideration | 232,813 | ||||||||
Goodwill | $ | 181 | |||||||
In connection with the Mindspeed Acquisition, MACOM assumed all of the outstanding options and all unvested restricted stock awards under Mindspeed’s equity plans and converted such options and stock awards into equivalent MACOM awards under the same general terms and conditions as were in existence with adjustments made to shares and exercise prices, if any, pursuant to a formula stipulated in the terms of the acquisition. The fair value of the assumed options and stock awards was $4.1 million, of which $0.8 million relates to vested stock options and has been included in the purchase consideration and the remainder relates to unvested stock options and stock awards, which will be expensed as the remaining services are provided. | |||||||||
The components of the acquired intangible assets were as follows (in thousands): | |||||||||
Amount | Useful Lives | ||||||||
(Years) | |||||||||
Developed technology | $ | 109,263 | 7 | ||||||
Customer relationships | 11,430 | 10 | |||||||
In-process research and development | 17,970 | N/A | |||||||
$ | 138,663 | ||||||||
The overall weighted-average life of the identified intangible assets acquired in the acquisition is estimated to be seven years. | |||||||||
The following is a summary of Mindspeed’s revenue and earnings, included in MACOM’s accompanying condensed consolidated statements of operations for the three months ended January 3, 2014 (in thousands): | |||||||||
Revenue | $ | 1,253 | |||||||
Loss from continuing operations before income taxes and restructuring charges | (3,598 | ) | |||||||
Subsequent to closing the Mindspeed Acquisition, MACOM divested the wireless business of Mindspeed. The operations of the wireless business are included in discontinued operations through the date of sale. The Company completed the sale of the wireless business in February 2014. The accompanying consolidated statement of operations for the three months ended January 3, 2014 includes the following operating results related to the business to be divested (in thousands): | |||||||||
Revenue | $ | 457 | |||||||
Loss before income taxes | (3,374 | ) | |||||||
Benefit for income taxes | 1,269 | ||||||||
Loss from discontinued operations, net | (2,105 | ) | |||||||
Unaudited Supplemental Pro Forma Data—The pro forma statements of operations data for the three months ended January 3, 2014 below give effect to the Mindspeed Acquisition, described above, as if it had occurred at September 27, 2013. These amounts have been calculated after applying MACOM’s accounting policies and adjusting the results of Mindspeed to reflect the additional depreciation and amortization that would have been charged assuming the fair value adjustments to property, plant and equipment and intangible assets and additional interest expense on acquisition-related borrowings had been applied and incurred since September 27, 2013. The supplemental pro forma earnings for the three months ended January 3, 2014 were adjusted to exclude discontinued operations. This pro forma data is presented for informational purposes only and does not purport to be indicative of the Company’s future results of operations. | |||||||||
January 3, 2014 | |||||||||
Revenue | $ | 102,924 | |||||||
Net loss | (8,078 | ) | |||||||
Other Acquisitions—In the fiscal fourth quarter of 2014 we acquired two businesses, I.K.E., Incorporated (IKE Micro) and Photonic Controls, LLC (Photonic Controls), for total cash consideration of $2.8 million. IKE Micro is a specialized build-to-print house based in Nashua, New Hampshire. The primary purpose of the IKE Micro acquisition is to drive COGS reductions and further improve gross margin in our Optoelectronics business. Photonic Controls is a small design company based in Horseheads, New York which specializes in photonic semiconductor development and system design. Its primary focus is to design silicon photonic chips for 100G/400G optical networks. | |||||||||
The assets acquired and liabilities assumed were recorded at their fair values and operating results were included in the financial statements from the date of acquisition. The preliminary purchase price allocation resulted in goodwill of $3.9 million and intangible assets, including manufacturing know-how and customer relationships, of $1.6 million recorded on the date of acquisition, which will be amortized over 7-10 years. Additionally, the Company recorded a contingent consideration liability of $0.8 million related to the acquisition of Photonic Controls which is included in other long-term liabilities in the accompanying consolidated balance sheet as of October 3, 2014. The maximum possible payment of contingent purchase price is $1.3 million. Approximately $1.7 million of the goodwill resulting from these acquisitions is deductible for tax purposes. The purchase price allocation will be finalized in fiscal 2015 upon receipt of final information related to valuation of intangibles and no allocation adjustments were recorded in the three months ended January 2, 2015. The acquisitions were not material to the Company’s consolidated financial statements. | |||||||||
Investments—The Company determines the appropriate classification of its investments at the time of acquisition and re-evaluates such determination at each balance sheet date. The Company records at cost non-marketable equity investments where it does not have the ability to exercise significant influence or control and periodically reviews such investments for impairment. | |||||||||
During fiscal year 2014, the Company made a minority investment of $0.3 million in the convertible debt of a privately-held U.S. based company. The Company classified this investment as trading securities. (See Note 3.) | |||||||||
During fiscal year 2014, the Company made a minority investment of $5.0 million in the equity of a privately-held U.S. based company. This minority equity investment is accounted for under the cost method due to ownership less than 20% and lack of significant influence and is included on the consolidated balance sheets in other long-term assets. The Company evaluated the investment for other-than-temporary impairment as of January 2, 2015 and determined that no impairment existed. Additionally, the Company determined that the equity investment contained embedded derivatives. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives as of the inception date of the equity investment and to adjust the fair value as of each subsequent balance sheet date. As of January 2, 2015, the Company determined the embedded derivatives had no value, consistent with prior periods and the inception date. |
Financial_Instruments
Financial Instruments | 3 Months Ended | ||||||||||||||||||||||||
Jan. 02, 2015 | |||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||||||||||
Financial Instruments | 3. FINANCIAL INSTRUMENTS | ||||||||||||||||||||||||
Assets and liabilities measured at fair value on a recurring basis consist of the following (in thousands): | |||||||||||||||||||||||||
January 2, 2015 | |||||||||||||||||||||||||
Fair | Active | Observable | Unobservable | ||||||||||||||||||||||
Value | Markets | Inputs | Inputs | ||||||||||||||||||||||
for | (Level 2) | (Level 3) | |||||||||||||||||||||||
Identical | |||||||||||||||||||||||||
Assets | |||||||||||||||||||||||||
(Level 1) | |||||||||||||||||||||||||
Assets | |||||||||||||||||||||||||
Trading securities | $ | 250 | $ | — | $ | — | $ | 250 | |||||||||||||||||
Total assets measured at fair value | $ | 250 | $ | — | $ | — | $ | 250 | |||||||||||||||||
Liabilities | |||||||||||||||||||||||||
Contingent consideration | $ | 820 | $ | — | $ | — | $ | 820 | |||||||||||||||||
Common stock warrant liability | 26,409 | — | — | 26,409 | |||||||||||||||||||||
Total liabilities measured at fair value | $ | 27,229 | $ | — | $ | — | $ | 27,229 | |||||||||||||||||
October 3, 2014 | |||||||||||||||||||||||||
Fair | Active | Observable | Unobservable | ||||||||||||||||||||||
Value | Markets | Inputs | Inputs | ||||||||||||||||||||||
for | (Level 2) | (Level 3) | |||||||||||||||||||||||
Identical | |||||||||||||||||||||||||
Assets | |||||||||||||||||||||||||
(Level 1) | |||||||||||||||||||||||||
Assets | |||||||||||||||||||||||||
Trading securities | $ | 250 | $ | — | $ | — | $ | 250 | |||||||||||||||||
Total assets measured at fair value | $ | 250 | $ | — | $ | — | $ | 250 | |||||||||||||||||
Liabilities | |||||||||||||||||||||||||
Contingent consideration | $ | 820 | $ | — | $ | — | $ | 820 | |||||||||||||||||
Common stock warrant liability | 15,801 | — | — | 15,801 | |||||||||||||||||||||
Total liabilities measured at fair value | $ | 16,621 | $ | — | $ | — | $ | 16,621 | |||||||||||||||||
The changes in assets and liabilities with inputs classified within Level 3 of the fair value hierarchy consist of the following (in thousands): | |||||||||||||||||||||||||
Three Months Ended January 2, 2015 | |||||||||||||||||||||||||
October 3, | Net Realized/ | Purchases | Sales and | Transfers in | January 2, | ||||||||||||||||||||
2014 | Unrealized | and | Settlements | and/or (out) | 2015 | ||||||||||||||||||||
Losses (Gains) | Issuances | of Level 3 | |||||||||||||||||||||||
Included in | |||||||||||||||||||||||||
Earnings | |||||||||||||||||||||||||
Trading securities | $ | 250 | $ | — | $ | — | $ | — | $ | — | $ | 250 | |||||||||||||
Contingent consideration | $ | 820 | $ | — | $ | — | $ | — | $ | — | $ | 820 | |||||||||||||
Common stock warrant liability | $ | 15,801 | $ | 10,608 | $ | — | $ | — | $ | — | $ | 26,409 | |||||||||||||
Three Months Ended January 3, 2014 | |||||||||||||||||||||||||
September 27, | Net Realized/ | Purchases | Sales and | Transfers in | January 3, | ||||||||||||||||||||
2013 | Unrealized | and | Settlements | and/or (out) | 2014 | ||||||||||||||||||||
Losses (Gains) | Issuances | of Level 3 | |||||||||||||||||||||||
Included in | |||||||||||||||||||||||||
Earnings | |||||||||||||||||||||||||
Common stock warrant liability | $ | 11,873 | $ | (1,282 | ) | $ | — | $ | — | $ | — | $ | 10,591 | ||||||||||||
As of January 2, 2015, the fair value of the securities have been estimated to approximate cost. These estimates include significant judgments about potential future liquidity events and actual results could differ and could have an impact upon the values of the recorded financial instruments. Any changes in the estimated fair values of the financial instruments in the future will be reflected in the Company’s earnings and such changes could be material. | |||||||||||||||||||||||||
The fair values of the contingent consideration liabilities were estimated based upon a risk-adjusted present value of the probability-weighted expected payments by the Company. Specifically, the Company considered base, upside and downside scenarios for the operating metrics upon which the contingent payments are to be based. Probabilities were assigned to each scenario and the probability-weighted payments were discounted to present value using risk-adjusted discount rates. The maximum possible payment of contingent consideration is $1.3 million. | |||||||||||||||||||||||||
As of January 2, 2015, the fair value of the stock warrants has been estimated using a Black-Scholes option pricing model giving consideration to the quoted market price of the common stock on that date, an expected life of 6.0 years, expected volatility of 39.4% and risk free rate of 1.9%. Any significant change in these assumptions could have an impact on the value of the stock warrants. |
Inventories
Inventories | 3 Months Ended | ||||||||
Jan. 02, 2015 | |||||||||
Inventory Disclosure [Abstract] | |||||||||
Inventories | 4. INVENTORIES | ||||||||
Inventories consist of the following (in thousands): | |||||||||
January 2, | October 3, | ||||||||
2015 | 2014 | ||||||||
Raw materials | $ | 42,068 | $ | 34,919 | |||||
Work-in-process | 4,249 | 5,500 | |||||||
Finished goods | 42,891 | 33,153 | |||||||
Total | $ | 89,208 | $ | 73,572 | |||||
Property_and_Equipment
Property and Equipment | 3 Months Ended | ||||||||
Jan. 02, 2015 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
Property and Equipment | 5. PROPERTY AND EQUIPMENT | ||||||||
Property and equipment consists of the following (in thousands): | |||||||||
January 2, | October 3, | ||||||||
2015 | 2014 | ||||||||
Machinery and equipment | $ | 75,027 | $ | 68,438 | |||||
Leasehold improvements | 8,594 | 7,998 | |||||||
Furniture and fixtures | 1,139 | 1,017 | |||||||
Construction in process | 18,511 | 12,918 | |||||||
Computer equipment and software | 7,758 | 7,758 | |||||||
Total property and equipment | 111,029 | 98,129 | |||||||
Less accumulated depreciation and amortization | (51,636 | ) | (47,772 | ) | |||||
Property and equipment — net | $ | 59,393 | $ | 50,357 | |||||
Depreciation and amortization expense related to property and equipment for the three months ended January 2, 2015 was $3.9 million. Depreciation and amortization expense related to property and equipment for the three months ended January 3, 2014 was $3.2 million. |
Debt
Debt | 3 Months Ended | ||||
Jan. 02, 2015 | |||||
Debt Disclosure [Abstract] | |||||
Debt | 6. DEBT | ||||
On September 26, 2013, and as amended November 5, 2013, the Company entered into an amended and restated loan agreement with a syndicate of lenders, which provided for a revolving credit facility of up to $300.0 million that was due to mature in September 2018 (Prior Facility). Borrowings under the revolving credit facility either bore a variable interest rate based on either the lender’s prime rate or a LIBOR rate, plus an applicable margin. The revolving credit facility was secured by a first priority lien on substantially all of the Company’s assets and required compliance with certain financial and non-financial covenants. In connection with the Mindspeed and Nitronex acquisitions, MACOM borrowed an aggregate of $245.0 million of indebtedness on its Prior Facility. | |||||
On May 8, 2014, the Company refinanced its outstanding indebtedness under the Prior Facility and discharged its obligations thereunder by entering into a credit agreement (Credit Agreement) with Goldman Sachs Bank USA and a syndicate of lenders. Concurrent with the execution of the Credit Agreement, the Company terminated the Prior Facility and repaid the outstanding $245.0 million principal and interest due through draws on the Credit Agreement. Upon terminating the Prior Facility, previously deferred financing costs pertaining to that facility of $2.1 million were expensed as additional interest. | |||||
The Credit Agreement provides for term loans in an aggregate principal amount of $350.0 million, which mature in May 2021 (Term Loans) and a revolving credit facility of up to $100.0 million, which matures in May 2019 (Revolving Facility). The Term Loans were issued with an original issue discount of 0.75%, which is being amortized over the term of the Term Loans using the straight-line method, which approximates the effective interest rate method. Borrowings under the Term Loans bear interest (payable quarterly) at: (i) for LIBOR loans, a rate per annum equal to the LIBOR rate (subject to a floor of 0.75%), plus an applicable margin of 3.75%, and (ii) for base rate loans, a rate per annum equal to the prime rate (subject to a floor of 1.75%), plus an applicable margin of 2.75%. Borrowings under the Revolving Facility bear interest (payable quarterly) at: (i) for LIBOR loans, a rate per annum equal to the LIBOR rate, plus an applicable margin in the range of 2.00% to 2.50% (based on the Company’s total net leverage ratio being within certain defined ranges), and (ii) for base rate loans, a rate per annum equal to the prime rate, plus an applicable margin in the range of 1.00% to 1.50% (based on the Company’s total net leverage ratio being within certain defined ranges). The Company also pays a quarterly unused line fee for the Revolving Facility in the range of 0.25% to 0.375% (based on the Company’s total net leverage ratio being within certain defined ranges) as well as overall agency fees. MACOM borrowed $100.0 million of indebtedness on its Revolving Facility in connection with the BinOptics Acquisition, which remains outstanding at January 2, 2015. The Company has no remaining borrowing capacity under the Revolving Facility as of January 2, 2015. The Term Loans are payable in quarterly principal installments equal to 0.25% of the aggregate dollar amount of all Term Loans outstanding at the signing of the Credit Agreement, beginning on the last business day of September 2014, with the remainder due on the maturity date. | |||||
At the signing of the Credit Agreement, the entire $350.0 million principal amount of the Term Loans was funded. The Term Loans and Revolving Facility are secured by a first priority lien on substantially all of the Company’s assets and provide that the Company must comply with certain financial and non-financial covenants. The Company incurred $8.7 million in fees for the issuance of the Credit Agreement which were recorded as deferred financing costs and are being amortized over the life of Credit Agreement as interest expense. As of January 2, 2015, approximately $7.8 million of deferred financing costs remain unamortized. | |||||
As of January 2, 2015, the following remained outstanding on the Term Loans: | |||||
Principal balance | $ | 348,250 | |||
Unamortized discount | (2,375 | ) | |||
345,875 | |||||
Current portion | 3,500 | ||||
Long-term, less current portion | $ | 342,375 | |||
As of January 2, 2015, the minimum principal payments under the Term Loans in future fiscal years was as follows (in thousands): | |||||
2015 (rest of fiscal year) | $ | 2,625 | |||
2016 | 3,500 | ||||
2017 | 3,500 | ||||
2018 | 3,500 | ||||
2019 | 3,500 | ||||
Thereafter | 331,625 | ||||
Total | $ | 348,250 | |||
The fair value of the Term Loans was estimated to be approximately $343.0 million as of January 2, 2015, and was determined using Level 3 inputs, including a quoted rate from a bank. |
Goodwill_and_Intangible_Assets
Goodwill and Intangible Assets | 3 Months Ended | ||||||||||||||||||||||||||||
Jan. 02, 2015 | |||||||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||||||||||||||||||
Goodwill and Intangible Assets | 7. GOODWILL AND INTANGIBLE ASSETS | ||||||||||||||||||||||||||||
Amortization expense related to intangible assets is as follows (in thousands): | |||||||||||||||||||||||||||||
Three Months Ended | |||||||||||||||||||||||||||||
January 2, | January 3, | ||||||||||||||||||||||||||||
2015 | 2014 | ||||||||||||||||||||||||||||
Cost of revenue | $ | 5,359 | $ | 1,968 | |||||||||||||||||||||||||
Selling, general and administrative | 1,053 | 385 | |||||||||||||||||||||||||||
Total | $ | 6,412 | $ | 2,353 | |||||||||||||||||||||||||
Intangible assets consist of the following (in thousands): | |||||||||||||||||||||||||||||
January 2, | October 3, | ||||||||||||||||||||||||||||
2015 | 2014 | ||||||||||||||||||||||||||||
Acquired technology | $ | 150,757 | $ | 131,953 | |||||||||||||||||||||||||
Customer relationships | 138,170 | 24,670 | |||||||||||||||||||||||||||
In-process research and development | 17,970 | 17,970 | |||||||||||||||||||||||||||
Trade name | 3,400 | 3,400 | |||||||||||||||||||||||||||
Backlog | 3,800 | — | |||||||||||||||||||||||||||
Total | 314,097 | 177,993 | |||||||||||||||||||||||||||
Less accumulated amortization | (41,772 | ) | (35,360 | ) | |||||||||||||||||||||||||
Intangible assets — net | $ | 272,325 | $ | 142,633 | |||||||||||||||||||||||||
A summary of the activity in intangible assets and goodwill follows (in thousands): | |||||||||||||||||||||||||||||
Total | Acquired | Customer | In-Process | Trade | Backlog | Goodwill | |||||||||||||||||||||||
Technology | Relationships | Research and | Name | ||||||||||||||||||||||||||
Development | |||||||||||||||||||||||||||||
Balance at October 3, 2014 | $ | 188,777 | $ | 131,953 | $ | 24,670 | $ | 17,970 | $ | 3,400 | $ | — | $ | 10,784 | |||||||||||||||
BinOptics acquisition | 220,234 | 17,954 | 113,500 | — | — | 3,800 | 84,980 | ||||||||||||||||||||||
Other intangibles purchased | 850 | 850 | — | — | — | — | — | ||||||||||||||||||||||
Balance at January 2, 2015 | $ | 409,861 | $ | 150,757 | $ | 138,170 | $ | 17,970 | $ | 3,400 | $ | 3,800 | $ | 95,764 | |||||||||||||||
As of January 2, 2015, estimated amortization of the intangible assets in future fiscal years, subject to the completion of the purchase price allocation for the BinOptics Acquisition, was as follows (in thousands): | |||||||||||||||||||||||||||||
2015 (rest of fiscal year) | $ | 31,256 | |||||||||||||||||||||||||||
2016 | 34,071 | ||||||||||||||||||||||||||||
2017 | 34,143 | ||||||||||||||||||||||||||||
2018 | 32,760 | ||||||||||||||||||||||||||||
2019 | 31,019 | ||||||||||||||||||||||||||||
Thereafter | 89,977 | ||||||||||||||||||||||||||||
Total | $ | 253,226 | |||||||||||||||||||||||||||
The trade name and in-process research and development (IPR&D) are indefinite-lived intangible assets. During development, IPR&D is not subject to amortization and is tested for impairment annually or more frequently if events or changes in circumstances indicate that the asset might be impaired. The impairment test consists of a comparison of the fair value to its carrying amount. If the carrying value exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. Once an IPR&D project is complete, it becomes a definite long-lived intangible asset and is evaluated for impairment in accordance with the Company’s policy for long-lived assets. | |||||||||||||||||||||||||||||
Accumulated amortization, for the acquired technology and customer relationships was $33.1 million and $8.6 million, respectively, as of January 2, 2015, and $27.8 million and $7.6 million, respectively, as of January 3, 2014. | |||||||||||||||||||||||||||||
In July 2013, the Company entered into a long term technology licensing and transfer agreement that calls for potential payments by the Company of up to $9.0 million through July 2016 based upon the achievement of specified milestones. Costs incurred in connection with the licensing and the transfer of the technology aggregated $7.0 million and $4.1 million as of January 2, 2015 and January 3, 2014, respectively, and were capitalized as incurred as acquired technology. Costs will be amortized to costs of revenue upon completion of the transfer, which is currently expected to be completed through fiscal year 2016. |
Stockholders_Equity
Stockholders' Equity | 3 Months Ended |
Jan. 02, 2015 | |
Equity [Abstract] | |
Stockholders' Equity | 8. STOCKHOLDER’S EQUITY |
The Company has authorized 10 million shares of $0.001 par value preferred stock and 300 million shares of $0.001 par value common stock as of January 2, 2015. | |
Outstanding shares of the Company’s common stock as of January 2, 2015 and October 3, 2014, presented in the accompanying condensed consolidated statements of stockholders’ equity exclude 52,000 and 59,000 unvested shares of restricted common stock, respectively, issued as compensation to employees that remained subject to forfeiture. |
Income_Loss_Per_Share
Income (Loss) Per Share | 3 Months Ended | ||||||||
Jan. 02, 2015 | |||||||||
Earnings Per Share [Abstract] | |||||||||
Income (Loss) Per Share | 9. INCOME (LOSS) PER SHARE | ||||||||
Basic net income (loss) per share is computed using the weighted-average number of common shares outstanding during the period. Diluted net income per share is computed using the weighted-average number of common shares and, if dilutive, potential common shares outstanding during the period. The Company’s potential dilutive common shares consist of common shares issuable upon the exercise of warrants, stock options and vesting of restricted stock units. The dilutive effect of outstanding stock options is reflected in diluted earnings per share by application of the treasury stock method. | |||||||||
The following table sets forth the computation for basic and diluted net income per share of common stock (in thousands, except per share data): | |||||||||
Three Months Ended | |||||||||
January 2, | January 3, | ||||||||
2015 | 2014 | ||||||||
Numerator: | |||||||||
Net loss | $ | (6,306 | ) | $ | (8,921 | ) | |||
Denominator: | |||||||||
Weighted average common shares outstanding-basic | 47,606 | 46,517 | |||||||
Dilutive effect of options, restricted stock and warrants | — | — | |||||||
Weighted average common shares outstanding-diluted | 47,606 | 46,517 | |||||||
Common stock loss per share: | |||||||||
Basic | $ | (0.13 | ) | $ | (0.19 | ) | |||
Diluted | $ | (0.13 | ) | $ | (0.19 | ) | |||
The table above excludes the effects of 1,599 and 1,267 potential shares of common stock issuable upon exercise of stock options, restricted stock, and warrants for the three months ended January 2, 2015 and January 3, 2014, respectively, as the inclusion of which would be antidilutive. |
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended |
Jan. 02, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 10. COMMITMENTS AND CONTINGENCIES |
Purchase Commitments—As of January 2, 2015 and October 3, 2014, the Company had outstanding non-cancelable purchase commitments aggregating $3.5 million and $5.2 million respectively, pursuant to inventory supply arrangements. | |
Litigation—The Company is periodically subject to legal proceedings, claims and contingencies arising in the ordinary course of business. | |
Patent Suit Against Laird. The Company brought a patent infringement suit against Laird Technologies, Inc. (Laird) in the Federal District Court for the District of Delaware on February 11, 2014, seeking monetary damages and a permanent injunction. The suit alleges that Laird infringes on the Company’s United States Patent No. 6,272,349 (‘349 Patent), titled “Integrated Global Positioning System Receiver,” by making, using, selling, offering to sell or selling products incorporating an integrated global positioning receiver that include structure(s) recited in the ‘349 Patent, including global positioning system modules for automotive industry customers. Laird filed an answer and declaratory judgment claims of invalidity and non-infringement on June 30, 2014. The Company filed a reply to the counterclaims on July 24, 2014. | |
The Company filed a motion for preliminary injunction, seeking to enjoin Laird’s infringement pending full trial on the merits. The court granted the motion for a preliminary injunction on June 13, 2014 and required the Company to post a bond of $4.0 million to secure the injunction. In granting the injunction, the court found that the Company is likely to succeed on the merits of the case at a full trial and that the equities weighed in favor of preliminarily enjoining Laird from making sales of its product until trial. Trial is scheduled to begin on May 16, 2016. | |
With respect to the above and other legal proceedings, the Company has not been able to reasonably estimate the amount or range of any possible loss, and accordingly has not accrued or disclosed any related amounts of possible loss in the accompanying consolidated financial statements. |
Restructurings
Restructurings | 3 Months Ended | ||||
Jan. 02, 2015 | |||||
Restructuring and Related Activities [Abstract] | |||||
Restructurings | 11. RESTRUCTURINGS | ||||
The Company has periodically implemented restructuring actions in connection with broader plans to reduce staffing, and, generally, reduce operating costs. The restructuring expenses are comprised of direct and incremental costs related to headcount reductions including change-in-control obligations, severance, and outplacement fees for the terminated employees. The following is a summary of the costs incurred and remaining balances included in accrued expenses related to restructuring actions taken (in thousands): | |||||
Balance-October 3, 2014 | $ | 801 | |||
Current period charges - continuing operations | — | ||||
Payments | (734 | ) | |||
Balance-January 2, 2015 | $ | 67 | |||
The restructuring actions taken in fiscal year 2014 were paid through the first quarter of fiscal year 2015, and the remaining amount is expected to be paid during the second quarter of fiscal year 2015. No significant charges are expected. The Company’s restructuring charges are primarily employee related with non-employee related charges determined to be immaterial. |
ShareBased_Compensation
Share-Based Compensation | 3 Months Ended | ||||||||||||||||
Jan. 02, 2015 | |||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||||||
Share-Based Compensation | 12. SHARE-BASED COMPENSATION | ||||||||||||||||
The following table presents the effects of share-based compensation expense related to share-based awards to employees and non-employees in the Company’s consolidated statements of operations during the periods presented (in thousands): | |||||||||||||||||
Three Months Ended | |||||||||||||||||
January 2, | January 3, | ||||||||||||||||
2015 | 2014 | ||||||||||||||||
Cost of revenue | $ | 346 | $ | 283 | |||||||||||||
Research and development | 962 | 484 | |||||||||||||||
Selling, general and administrative | 1,851 | 1,078 | |||||||||||||||
Total stock-based compensation expense | $ | 3,159 | $ | 1,845 | |||||||||||||
The Company has the following equity incentive plans: the Amended and Restated 2009 Stock Incentive Plan (2009 Plan), the 2012 Omnibus Incentive Plan (2012 Plan), the 2012 Employee Stock Purchase Plan (ESPP), the Mindspeed Technologies, Inc. 2013 Equity Incentive Plan (Mindspeed 2013 Plan), the Mindspeed Technologies, Inc. 2003 Long-Term Incentives Plan (Mindspeed 2003 Plan) and the Mindspeed Technologies, Inc. Directors Stock Plan (Mindspeed Directors Plan). | |||||||||||||||||
Upon the closing of the IPO, all shares that were reserved under the 2009 Plan but not awarded were assumed by the 2012 Plan. No additional awards will be made under the 2009 Plan. Under the 2012 Plan, the Company has the ability to issue incentive stock options (ISOs), non-statutory stock options (NSOs), stock appreciation rights, restricted stock, restricted stock units (RSUs), performance units, performance shares and other equity-based awards to employees, directors and outside consultants. The ISOs and NSOs must be granted at a price per share not less than the fair value of our common stock on the date of grant. Options granted to date generally vest over a four-year period with 25% vesting at the end of one year and the remaining vest monthly thereafter. Certain of the share-based awards granted and outstanding as of January 2, 2015, are subject to accelerated vesting upon a sale of the Company or similar changes in control. Options granted generally are exercisable up to 10 years. In fiscal year 2012, the Company began granting RSUs, which generally vest annually over one to five years. As of January 2, 2015, the Company had 9.8 million shares available for future grants under the 2012 Plan. | |||||||||||||||||
The Mindspeed 2013 Plan, the Mindspeed 2003 Plan, the Mindspeed Directors Plan and certain inducement equity grants (collectively, the Mindspeed Plans) were assumed by the Company in connection with the Mindspeed Acquisition. No additional equity awards will be made under the Mindspeed Plans. | |||||||||||||||||
A summary of stock option activity for the three months ended January 2, 2015, is as follows (in thousands, except per share amounts): | |||||||||||||||||
Number of | Weighted- | Weighted- | Aggregate | ||||||||||||||
Shares | Average | Average | Intrinsic | ||||||||||||||
Exercise Price | Remaining | Value | |||||||||||||||
Per Share | Contractual | ||||||||||||||||
Term | |||||||||||||||||
(in years) | |||||||||||||||||
Outstanding-October 3, 2014 | 948 | $ | 11.73 | 6.6 | $ | 10,015 | |||||||||||
Granted | — | — | |||||||||||||||
Exercised | (45 | ) | 8.64 | ||||||||||||||
Forfeited, canceled or expired | — | — | |||||||||||||||
Outstanding-January 2, 2015 | 903 | $ | 11.87 | 6.5 | $ | 17,949 | |||||||||||
Options vested and expected to vest as of January 2, 2015 | 820 | $ | 11.3 | 6.3 | $ | 16,781 | |||||||||||
Options vested and exercisable as of January 2, 2015 | 523 | $ | 7.77 | 4.6 | $ | 12,622 | |||||||||||
Aggregate intrinsic value represents the difference between the Company’s closing stock price on January 2, 2015, and the exercise price of outstanding, in-the-money options. The total intrinsic value of options exercised was $806,000 for the three months ended January 2, 2015. As of January 2, 2015, total unrecognized compensation cost, adjusted for estimated forfeitures, related to unvested stock options was $1.9 million, which is expected to be recognized over the next 2.4 years. | |||||||||||||||||
In April 2014, the Company granted stock options as to 405,000 shares of common stock with a grant date fair value of $3.5 million that are subject to vesting only upon the market price of the Company’s underlying public stock closing above a certain price target within ten years of the grant date. Due to the market condition upon which vesting is based, the fair value of the awards was estimated using a Monte Carlo simulation model. Compensation cost is recognized regardless of the number of awards that are earned based on the market condition. Compensation cost is recognized on a straight-line basis over the estimated service period of three years. In the event that the Company’s common stock achieves the target price of $32.55 per share prior to the end of the estimated service period, any remaining unamortized compensation cost will be recognized. These options are included in the table and other information above. On January 23, 2015, the Company’s common stock closed at a price of $34.79 per share, exceeding the target price of $32.55 per share, which will result in the recognition of approximately $2.5 million of compensation expense in the Company’s second fiscal quarter of 2015. | |||||||||||||||||
A summary of restricted stock and restricted stock units’ activity for the three months ended January 2, 2015, is as follows (in thousands): | |||||||||||||||||
Number of | Weighted- | Aggregate | |||||||||||||||
Shares | Average | Intrinsic | |||||||||||||||
Remaining | Value | ||||||||||||||||
Contractual | |||||||||||||||||
Term | |||||||||||||||||
(in years) | |||||||||||||||||
Issued and unvested shares-October 3, 2014 | 1,720 | 2.6 | $ | 37,203 | |||||||||||||
Granted | 83 | ||||||||||||||||
Vested and released | (41 | ) | |||||||||||||||
Forfeited, canceled or expired | (18 | ) | |||||||||||||||
Issued and unvested-January 2, 2015 | 1,744 | 2.4 | $ | 54,980 | |||||||||||||
Shares expected to vest | 1,566 | 2.4 | $ | 49,380 | |||||||||||||
The total fair value of restricted stock awards and units vesting was $949,000 for the three months ended January 2, 2015. As of January 2, 2015, total unrecognized compensation cost, adjusted for estimated forfeitures, related to restricted stock and units was $18.8 million, which is expected to be recognized over the next 3.4 years. | |||||||||||||||||
As of January 2, 2015, total unrecognized compensation cost related to the ESPP was not material. | |||||||||||||||||
Certain of the share-based awards granted and outstanding as of January 2, 2015, are subject to accelerated vesting upon a sale of the Company or similar changes in control. | |||||||||||||||||
The financial impact of any modifications to share-based awards during the periods presented was immaterial. |
Income_Taxes
Income Taxes | 3 Months Ended |
Jan. 02, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 13. INCOME TAXES |
The Company is subject to income tax in the United States as well as other tax jurisdictions in which it conducts business. Earnings from non-U.S. activities are subject to local country income tax and may also be subject to current U.S. income tax. For interim periods, the Company records a tax provision or benefit based upon the estimated effective tax rate expected for the full fiscal year, adjusted for material discrete taxation matters arising during the interim periods. | |
The difference between the U.S. federal statutory income tax rate of 35% and the Company’s effective income tax rates for the three months ended January 2, 2015 and January 3, 2014, was primarily impacted in both periods by changes in fair values of the common stock warrant liability which is not deductible nor taxable for tax purposes, income taxed in foreign jurisdictions at generally lower tax rates and non-deductible compensation, offset by U.S. state income taxes. For the three months ended January 2, 2015, the rate was also impacted by non-deductible merger expenses resulting from the BinOptics Acquisition. | |
The balance of the unrecognized tax benefit as of January 2, 2015 and October 3, 2014 was $1.7 million and includes a $1.4 million reduction in current deferred tax assets and a $0.3 million increase in other long-term liabilities in the accompanying consolidated balance sheets. The entire balance of unrecognized tax benefits, if recognized, will reduce income tax expense. It is the Company’s policy to recognize any interest and penalties accrued related to unrecognized tax benefits in income tax expense. During the quarter ending January 2, 2015, the Company did not make any payment of interest and penalties. There was nothing accrued in the consolidated balance sheets for the payment of interest and penalties at January 2, 2015 as the remaining unrecognized tax benefits would only serve to reduce the Company’s current federal and state NOL carryforwards, if ultimately recognized. | |
As disclosed in Note 1 our purchase accounting for BinOptics including Income Taxes is preliminary and subject to revision upon obtaining and analyzing all information. At the closing of the BinOptics Acquisition, BinOptics had, on a preliminary basis, federal net operating loss (NOL) carryforwards of approximately $38.4 million, which expire at various dates through 2034, and federal research and development tax credit carryforwards of $1.5 million. Although both the NOL and tax credit carryforwards are subject to change-in-control limitations within the Internal Revenue Code, we currently believe the limitation will not cause any of the carryforwards to expire unutilized. The aggregate net deferred income tax liability acquired in the BinOptics Acquisition is estimated to be $37.7 million, which includes a net deferred income tax asset of $14.9 million relating to NOL and tax credit carryforwards, and a net deferred income tax liability of $52.6 million related to the difference between the book and tax basis of the intangible and other assets acquired in the acquisition. |
Related_Party_Transactions
Related Party Transactions | 3 Months Ended |
Jan. 02, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 14. RELATED PARTY TRANSACTIONS |
GaAs Labs, LLC (GaAs Labs) a stockholder and an affiliate of directors and majority stockholders John and Susan Ocampo, engaged the Company to provide administrative and business development services provided to GaAs Labs on a time and materials basis. There are no minimum service requirements or payment obligations and the agreement may be terminated by either party with 30 days notice. For the three months ended January 2, 2015 and January 3, 2014, the Company had no billings with related parties and billed GaAs Labs $78,000, respectively, for services provided pursuant to this agreement and has recorded these amounts as other income in the accompanying condensed consolidated statements of operations. |
Divestitures
Divestitures | 3 Months Ended | ||||
Jan. 02, 2015 | |||||
Text Block [Abstract] | |||||
Divestitures | 15. DIVESTITURES | ||||
Upon closing the Mindspeed Acquisition, MACOM decided to divest the wireless business of Mindspeed. The operations of the wireless business are included in discontinued operations for the three months ended January 3, 2014. There was no gain or loss on the sale, which had a selling price of $12.0 million and which closed in February 2014. The accompanying consolidated statement of operations for the three months ended January 3, 2014 includes the following operating results related to the divested business (in thousands): | |||||
Revenue | $ | 457 | |||
Loss before income taxes | (3,374 | ) | |||
Benefit for income taxes | 1,269 | ||||
Loss from discontinued operations, net | (2,105 | ) | |||
In fiscal year 2014, the Company sold non-core assets representing one product line, receiving cash proceeds aggregating $12.0 million. The Company has no continuing interests in these assets. There was no gain or loss on the sale, which closed in May 2014. |
Supplemental_Cash_Flow_Informa
Supplemental Cash Flow Information | 3 Months Ended |
Jan. 02, 2015 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | 16. SUPPLEMENTAL CASH FLOW INFORMATION |
As of January 2, 2015 and January 3, 2014, the Company had $1.7 million and $1.2 million, respectively, in unpaid amounts related to purchases of property and equipment and intangibles included in accounts payable and accrued liabilities. These amounts have been excluded from the payments for purchases of property and equipment in the accompanying condensed consolidated statements of cash flows until paid. |
Geographic_and_Significant_Cus
Geographic and Significant Customer Information | 3 Months Ended | ||||||||
Jan. 02, 2015 | |||||||||
Segment Reporting [Abstract] | |||||||||
Geographic and Significant Customer Information | 17. GEOGRAPHIC AND SIGNIFICANT CUSTOMER INFORMATION | ||||||||
The Company has one reportable operating segment which designs, develops, manufactures, and markets semiconductors and modules. The determination of the number of reportable operating segments is based on the chief operating decision maker’s use of financial information for the purposes of assessing performance and making operating decisions. In evaluating financial performance and making operating decisions, the chief operating decision maker primarily uses consolidated revenue, gross profit and operating income (loss). | |||||||||
Information about the Company’s operations in different geographic regions, based upon customer locations, is presented below (in thousands): | |||||||||
Three Months Ended | |||||||||
Revenue by Geographic Region | January 2, | January 3, | |||||||
2015 | 2014 | ||||||||
United States | $ | 64,054 | $ | 53,889 | |||||
International (1) | 50,810 | 30,265 | |||||||
Total | $ | 114,864 | $ | 84,154 | |||||
As of | |||||||||
Long-Lived Assets by Geographic Region | January 2, | October 3, | |||||||
2015 | 2014 | ||||||||
United States | $ | 49,219 | $ | 42,031 | |||||
International (2) | 10,174 | 8,326 | |||||||
Total | $ | 59,393 | $ | 50,357 | |||||
-1 | No international countries represented greater than 10% of revenue during the periods presented. | ||||||||
-2 | No international country or region represented greater than 10% of the total net long-lived assets as of the dates presented, other than the Asia-Pacific region, which accounted for 13% at January 2, 2015 and 11% at October 3, 2014. | ||||||||
The following is a summary of customer concentrations as a percentage of revenue and accounts receivable as of and for the periods presented: | |||||||||
Three Months Ended | |||||||||
Revenue | January 2, | January 3, | |||||||
2015 | 2014 | ||||||||
Customer A | 19 | % | 23 | % | |||||
Customer B | 16 | % | 24 | % | |||||
Customer C | 10 | % | — | ||||||
As of | |||||||||
Accounts Receivable | January 2, | October 3, | |||||||
2015 | 2014 | ||||||||
Customer A | 16 | % | 16 | % | |||||
Customer B | 13 | % | 16 | % | |||||
Customer C | 11 | % | 7 | % | |||||
No other customer represented more than 10% of revenue or accounts receivable in the periods presented in the accompanying consolidated financial statements. For the three months ended January 2, 2015 and January 3, 2014, ten customers represented an aggregate of 65% of revenue. |
Description_of_Business_Basis_1
Description of Business, Basis of Presentation and Accounting (Policies) | 3 Months Ended |
Jan. 02, 2015 | |
Accounting Policies [Abstract] | |
Description of Business | Description of Business—M/A-COM Technology Solutions Holdings, Inc. (MACOM or the Company) was incorporated in Delaware on March 25, 2009. MACOM is a supplier of high-performance analog RF, microwave, millimeterwave and photonic semiconductor products that enable next-generation internet and modern battlefield applications. Headquartered in Lowell, Massachusetts, MACOM has offices in North America, Europe, Asia and Australia. |
The Company has one reportable operating segment which designs, develops, manufactures and markets semiconductors and modules. | |
Basis of Presentation | Basis of Presentation—The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (GAAP) and applicable rules and regulations of the Securities and Exchange Commission (SEC) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. |
The Company’s fiscal year ends on the Friday closest to the last day of September. For fiscal years in which there are 53 weeks, the first quarter reporting period includes 14 weeks. Fiscal year 2015 is 52 weeks in length and the three months ended January 2, 2015 includes 13 weeks. Fiscal year 2014 was 53 weeks in length and the three months ended January 3, 2014 includes 14 weeks. | |
On December 15, 2014, MACOM completed the acquisition of BinOptics Corporation (BinOptics), a supplier of high-performance photonic products (BinOptics Acquisition). The BinOptics Acquisition was accounted for as a purchase, and the operations of BinOptics have been included in MACOM’s condensed consolidated financial statements since December 15, 2014, the date of acquisition. | |
MACOM acquired Nitronex, LLC (Nitronex) in connection with a common-control business combination on February 13, 2014 (Nitronex Acquisition). Nitronex, a supplier of high-performance gallium nitride (GaN) semiconductors for RF, microwave, and millimeterwave applications, was previously acquired by GaAs Labs, LLC (GaAs Labs) on June 25, 2012. GaAs Labs is a stockholder in MACOM and GaAs Labs, Nitronex and MACOM were under common control from June 25, 2012 through February 13, 2014 due to a common controlling stockholder. The accompanying condensed financial statements for three months ended January 3, 2014 combine MACOM’s historical condensed consolidated financial statements with the historical financial statements of Nitronex from September 28, 2013 through January 3, 2014, and have been presented in a manner similar to a pooling-of-interests to include the results of operations of each business since the date of common control. Since February 13, 2014, the results of Nitronex are included with those of MACOM on a consolidated basis. The accompanying condensed consolidated financial statements are referred to as “consolidated” for all periods presented. | |
On December 18, 2013, MACOM completed the acquisition of Mindspeed Technologies, Inc. (Mindspeed), a supplier of high-performance, analog semiconductor solutions for communications infrastructure applications (Mindspeed Acquisition). The Mindspeed Acquisition was accounted for as a purchase, and the operations of Mindspeed have been included in MACOM’s consolidated financial statements since December 18, 2013, the date of acquisition. | |
These consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended October 3, 2014, filed with the SEC on December 9, 2014. | |
In the opinion of management, the accompanying unaudited consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations and cash flows for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the full fiscal year 2015. The condensed consolidated financial statements include the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated. | |
Principles of Consolidation | Principles of Consolidation—The accompanying consolidated financial statements include the accounts of the Company and its majority-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Prior to the Nitronex Acquisition, MACOM and Nitronex, did not have material intracompany transactions. |
Use of Estimates | Use of Estimates—The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities during the reporting periods, the reported amounts of revenue and expenses during the reporting periods, and the disclosure of contingent assets and liabilities at the date of the financial statements. On an ongoing basis, the Company bases estimates and assumptions on historical experience, currently available information, and various other factors that management believes to be reasonable under the circumstances. Actual results may differ materially from these estimates and assumptions. |
Discontinued Operations | Discontinued Operations—In the second quarter of fiscal year 2014, the Company sold assets of the non-core wireless business of Mindspeed and presented the divested businesses as assets held for sale as of the date of the Mindspeed Acquisition. The operating results of the business are reflected in discontinued operations. |
Foreign Currency Translation and Remeasurement | Foreign Currency Translation and Remeasurement—The Company’s consolidated financial statements are presented in U.S. dollars. While the majority of the Company’s foreign operations use the U.S. dollar as the functional currency, the financial statements of the Company’s foreign operations for which the functional currency is not the U.S. dollar are translated into U.S. dollars at the exchange rates in effect at the balance sheet dates (for assets and liabilities) and at average exchange rates (for revenue and expenses). The unrealized translation gains and losses on the net investment in these foreign operations are accumulated as a component of other comprehensive income loss. |
The financial statements of the Company’s foreign operations where the functional currency is the U.S. dollar, but where the underlying transactions are transacted in a different currency, are re-measured at the exchange rate in effect at the balance sheet date with respect to monetary assets and liabilities. Nonmonetary assets and liabilities, such as inventories and property and equipment, and related statements of operations accounts, such as cost of revenue and depreciation, are remeasured at historical exchange rates. Revenue and expenses, other than cost of revenue, amortization and depreciation, are translated at the average exchange rate for the period in which the transaction occurred. The net gains (losses) on foreign currency remeasurement are reflected in selling, general and administrative expense in the accompanying consolidated statements of operations. The Company’s recognized net gains and losses on foreign exchange are included in selling, general and administrative expense and for all periods presented were immaterial. | |
Revenue Recognition | Revenue Recognition—The Company recognizes revenue when: (i) persuasive evidence of an arrangement exists; (ii) delivery or services have been rendered; (iii) the price is fixed or determinable, and (iv) collectability is reasonably assured. The Company recognizes revenue with the transfer of title and risk of loss, and provide for reserves for returns and other allowances. |
The Company generally does not provide customers other than distributors the right to return product, with the exception of warranty related matters. Accordingly, the Company does not maintain a reserve for such customers. Shipping and handling fees billed to customers are recorded as revenue while the related costs are classified as a component of revenue. The Company provides warranties for its products and accrues the cost of warranty claims in the period the related revenue is recorded. | |
Certain agreements with distribution customers provide for rights of return and price protection until such time as the Company’s products are sold by the distributors to their customers and, until the quarter ended January 2, 2015, the Company recognizes revenue from sales under such agreements when the distributor resold the product to its end customer (the sell-through basis of recognizing revenue). In the first quarter ended January 2, 2015, the Company completed an evaluation of our revenue recognition methodology relating to distributors and concluded that it was more appropriate to recognize revenues on sales to distributors at the time of shipment to a distributor (the sell-in basis of recognizing revenue). | |
Prior to the first quarter, the Company had concluded that it had insufficient information as well as limited experience in estimating the effect of the right of distributors to return product and price protection and, accordingly, used the sell through method of revenue recognition. The Company had recently concluded a study of three years of distributor related transactions in addition to its ongoing efforts to standardize its revenue recognition policies and believes the Company now has sufficient data to reach the conclusion that sales and revenues relating to distributor transactions are capable of reasonable estimation. Accordingly, the Company implemented the sell-in method of accounting for sales to distributors. The Company recorded adjustments during the first quarter ended January 2, 2015 related to this change to recognize previously deferred revenues and to establish a reserve of $5.5 million against distributor sales. The net effect was a one-time increase of $15.1 million for both previously deferred revenue and current period revenue. Additionally, the Company recognized the related inventory costs of $4.7 million. The foregoing resulted in a reduction of net loss by $8.5 million and a reduction of earnings per share loss of $0.18 per share. | |
In determining the new reserve amount, the Company noted that distributor payments are due under agreed terms and are not contingent upon resale or any other matter other than the passage of time. The Company has agreements with some distributors and customers for various programs, including pricing protection, obsolete inventory, new products and stock rotation. Sales to these distributors and customers, as well as the existence of sales incentive programs, are in accordance with terms set forth in written agreements with these distributors and customers. In general, credits allowed under these programs are capped based upon individual distributor agreements. The Company records charges associated with these programs as a reduction of revenue at the time of sale based upon historical activity. The Company’s policy is to use a twelve month rolling historical experience rate as well as an estimated general reserve percentage in order to estimate the necessary allowance to be recorded. | |
Recent Accounting Standards | Recent Accounting Standards—Under the Jumpstart Our Business Startups Act (JOBS Act), the Company meets the definition of an emerging growth company. The Company has elected to avail itself of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the JOBS Act. |
In April 2014, the FASB issued Accounting Standards Update 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity (ASU 2014-08), which raises the threshold for disposals to qualify as discontinued operations. A discontinued operation is defined as: (1) a component of an entity or group of components that has been disposed of or classified as held for sale and represents a strategic shift that has or will have a major effect on an entity’s operations and financial results; or (2) an acquired business that is classified as held for sale on the acquisition date. ASU 2014-08 also requires additional disclosures regarding discontinued operations, as well as material disposals that do not meet the definition of discontinued operations. The application of this guidance is prospective from the date of adoption and applies only to disposals (or new classifications to held for sale) that have not been reported as discontinued operations in previously issued financial statements. | |
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers. ASU 2014-09 requires revenue recognition to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 sets forth a new revenue recognition model that requires identifying the contract, identifying the performance obligations, determining the transaction price, allocating the transaction price to performance obligations and recognizing the revenue upon satisfaction of performance obligations. The amendments in the ASU can be applied either retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying the update recognized at the date of the initial application along with additional disclosures. The Company is currently evaluating the impact of ASU 2014-09, which is effective for the Company in its fiscal year beginning on September 30, 2017. |
Acquisitions_Tables
Acquisitions (Tables) | 3 Months Ended | ||||||||
Jan. 02, 2015 | |||||||||
Summary of Operating Results Through Dates of Divestiture Related to Divested Businesses | The accompanying consolidated statement of operations for the three months ended January 3, 2014 includes the following operating results related to the divested business (in thousands): | ||||||||
Revenue | $ | 457 | |||||||
Loss before income taxes | (3,374 | ) | |||||||
Benefit for income taxes | 1,269 | ||||||||
Loss from discontinued operations, net | (2,105 | ) | |||||||
BinOptics Corporation [Member] | |||||||||
Schedule of Aggregate Purchase Price Allocated to Tangible and Identifiable Intangible Assets Acquired and Liabilities Assumed | The aggregate purchase price for BinOptics is being allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition. The excess of the purchase price over the fair value of the acquired net assets represents cost and revenue synergies specific to the Company, as well as non-capitalizable intangible assets, such as the employee workforce acquired, and has been allocated to goodwill, none of which is tax deductible. A preliminary allocation follows (in thousands): | ||||||||
Amount | |||||||||
Current assets | $ | 41,836 | |||||||
Intangible assets | 135,254 | ||||||||
Other assets | 14,090 | ||||||||
Total assets acquired | 191,180 | ||||||||
Liabilities assumed: | |||||||||
Debt | 1,491 | ||||||||
Deferred income taxes | 37,745 | ||||||||
Other liabilities | 12,810 | ||||||||
Total liabilities assumed | 52,046 | ||||||||
Net assets acquired | 139,134 | ||||||||
Consideration: | |||||||||
Cash paid upon closing, net of cash acquired | 224,114 | ||||||||
Goodwill | $ | 84,980 | |||||||
Components of Acquired Intangible Assets on a Preliminary Basis | The components of the acquired intangible assets on a preliminary basis were as follows (in thousands): | ||||||||
Amount | Useful Lives | ||||||||
(Years) | |||||||||
Developed technology | $ | 17,954 | 7 | ||||||
Customer relationships | 113,500 | 10 | |||||||
Backlog | 3,800 | 1 | |||||||
$ | 135,254 | ||||||||
Summary of Revenue and Earnings | The following is a summary of BinOptics revenue and earnings, included in MACOM’s accompanying condensed consolidated statements of operations for the three months ended January 2, 2015 (in thousands): | ||||||||
Revenue | $ | 2,128 | |||||||
Loss from continuing operations before income taxes | (1,379 | ) | |||||||
Summary of Unaudited Supplemental Pro Forma Data | This pro forma data is presented for informational purposes only and does not purport to be indicative of the Company’s future results of operations. | ||||||||
Three months ended | |||||||||
January 2, | January 3, | ||||||||
2015 | 2014 | ||||||||
Revenue | $ | 126,731 | $ | 90,764 | |||||
Net loss | (7,611 | ) | (11,727 | ) | |||||
Mindspeed Acquisition [Member] | |||||||||
Schedule of Aggregate Purchase Price Allocated to Tangible and Identifiable Intangible Assets Acquired and Liabilities Assumed | The final allocation of purchase price is as follows: | ||||||||
Amount | |||||||||
Current assets | $ | 50,612 | |||||||
Intangible assets | 138,663 | ||||||||
Deferred income taxes | 92,881 | ||||||||
Other assets | 31,788 | ||||||||
Total assets acquired | 313,944 | ||||||||
Liabilities assumed: | |||||||||
Current liabilities | 35,270 | ||||||||
Debt | 40,177 | ||||||||
Other liabilities | 5,865 | ||||||||
Total liabilities assumed | 81,312 | ||||||||
Net assets acquired | 232,632 | ||||||||
Consideration: | |||||||||
Cash paid upon closing, net of cash acquired | 232,028 | ||||||||
Fair value of vested awards assumed in acquisition | 785 | ||||||||
Total consideration | 232,813 | ||||||||
Goodwill | $ | 181 | |||||||
Components of Acquired Intangible Assets on a Preliminary Basis | The components of the acquired intangible assets were as follows (in thousands): | ||||||||
Amount | Useful Lives | ||||||||
(Years) | |||||||||
Developed technology | $ | 109,263 | 7 | ||||||
Customer relationships | 11,430 | 10 | |||||||
In-process research and development | 17,970 | N/A | |||||||
$ | 138,663 | ||||||||
Summary of Revenue and Earnings | The following is a summary of Mindspeed’s revenue and earnings, included in MACOM’s accompanying condensed consolidated statements of operations for the three months ended January 3, 2014 (in thousands): | ||||||||
Revenue | $ | 1,253 | |||||||
Loss from continuing operations before income taxes and restructuring charges | (3,598 | ) | |||||||
Summary of Unaudited Supplemental Pro Forma Data | This pro forma data is presented for informational purposes only and does not purport to be indicative of the Company’s future results of operations. | ||||||||
January 3, 2014 | |||||||||
Revenue | $ | 102,924 | |||||||
Net loss | (8,078 | ) | |||||||
Summary of Operating Results Through Dates of Divestiture Related to Divested Businesses | The accompanying consolidated statement of operations for the three months ended January 3, 2014 includes the following operating results related to the business to be divested (in thousands): | ||||||||
Revenue | $ | 457 | |||||||
Loss before income taxes | (3,374 | ) | |||||||
Benefit for income taxes | 1,269 | ||||||||
Loss from discontinued operations, net | (2,105 | ) |
Financial_Instruments_Tables
Financial Instruments (Tables) | 3 Months Ended | ||||||||||||||||||||||||
Jan. 02, 2015 | |||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||||||||||
Assets and Liabilities Measured at Fair Value on Recurring Basis | Assets and liabilities measured at fair value on a recurring basis consist of the following (in thousands): | ||||||||||||||||||||||||
January 2, 2015 | |||||||||||||||||||||||||
Fair | Active | Observable | Unobservable | ||||||||||||||||||||||
Value | Markets | Inputs | Inputs | ||||||||||||||||||||||
for | (Level 2) | (Level 3) | |||||||||||||||||||||||
Identical | |||||||||||||||||||||||||
Assets | |||||||||||||||||||||||||
(Level 1) | |||||||||||||||||||||||||
Assets | |||||||||||||||||||||||||
Trading securities | $ | 250 | $ | — | $ | — | $ | 250 | |||||||||||||||||
Total assets measured at fair value | $ | 250 | $ | — | $ | — | $ | 250 | |||||||||||||||||
Liabilities | |||||||||||||||||||||||||
Contingent consideration | $ | 820 | $ | — | $ | — | $ | 820 | |||||||||||||||||
Common stock warrant liability | 26,409 | — | — | 26,409 | |||||||||||||||||||||
Total liabilities measured at fair value | $ | 27,229 | $ | — | $ | — | $ | 27,229 | |||||||||||||||||
October 3, 2014 | |||||||||||||||||||||||||
Fair | Active | Observable | Unobservable | ||||||||||||||||||||||
Value | Markets | Inputs | Inputs | ||||||||||||||||||||||
for | (Level 2) | (Level 3) | |||||||||||||||||||||||
Identical | |||||||||||||||||||||||||
Assets | |||||||||||||||||||||||||
(Level 1) | |||||||||||||||||||||||||
Assets | |||||||||||||||||||||||||
Trading securities | $ | 250 | $ | — | $ | — | $ | 250 | |||||||||||||||||
Total assets measured at fair value | $ | 250 | $ | — | $ | — | $ | 250 | |||||||||||||||||
Liabilities | |||||||||||||||||||||||||
Contingent consideration | $ | 820 | $ | — | $ | — | $ | 820 | |||||||||||||||||
Common stock warrant liability | 15,801 | — | — | 15,801 | |||||||||||||||||||||
Total liabilities measured at fair value | $ | 16,621 | $ | — | $ | — | $ | 16,621 | |||||||||||||||||
Changes in Assets and Liabilities with Inputs Classified within Level 3 of Fair Value | The changes in assets and liabilities with inputs classified within Level 3 of the fair value hierarchy consist of the following (in thousands): | ||||||||||||||||||||||||
Three Months Ended January 2, 2015 | |||||||||||||||||||||||||
October 3, | Net Realized/ | Purchases | Sales and | Transfers in | January 2, | ||||||||||||||||||||
2014 | Unrealized | and | Settlements | and/or (out) | 2015 | ||||||||||||||||||||
Losses (Gains) | Issuances | of Level 3 | |||||||||||||||||||||||
Included in | |||||||||||||||||||||||||
Earnings | |||||||||||||||||||||||||
Trading securities | $ | 250 | $ | — | $ | — | $ | — | $ | — | $ | 250 | |||||||||||||
Contingent consideration | $ | 820 | $ | — | $ | — | $ | — | $ | — | $ | 820 | |||||||||||||
Common stock warrant liability | $ | 15,801 | $ | 10,608 | $ | — | $ | — | $ | — | $ | 26,409 | |||||||||||||
Three Months Ended January 3, 2014 | |||||||||||||||||||||||||
September 27, | Net Realized/ | Purchases | Sales and | Transfers in | January 3, | ||||||||||||||||||||
2013 | Unrealized | and | Settlements | and/or (out) | 2014 | ||||||||||||||||||||
Losses (Gains) | Issuances | of Level 3 | |||||||||||||||||||||||
Included in | |||||||||||||||||||||||||
Earnings | |||||||||||||||||||||||||
Common stock warrant liability | $ | 11,873 | $ | (1,282 | ) | $ | — | $ | — | $ | — | $ | 10,591 | ||||||||||||
Inventories_Tables
Inventories (Tables) | 3 Months Ended | ||||||||
Jan. 02, 2015 | |||||||||
Inventory Disclosure [Abstract] | |||||||||
Components of Inventories | Inventories consist of the following (in thousands): | ||||||||
January 2, | October 3, | ||||||||
2015 | 2014 | ||||||||
Raw materials | $ | 42,068 | $ | 34,919 | |||||
Work-in-process | 4,249 | 5,500 | |||||||
Finished goods | 42,891 | 33,153 | |||||||
Total | $ | 89,208 | $ | 73,572 | |||||
Property_and_Equipment_Tables
Property and Equipment (Tables) | 3 Months Ended | ||||||||
Jan. 02, 2015 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
Components of Property and Equipment | Property and equipment consists of the following (in thousands): | ||||||||
January 2, | October 3, | ||||||||
2015 | 2014 | ||||||||
Machinery and equipment | $ | 75,027 | $ | 68,438 | |||||
Leasehold improvements | 8,594 | 7,998 | |||||||
Furniture and fixtures | 1,139 | 1,017 | |||||||
Construction in process | 18,511 | 12,918 | |||||||
Computer equipment and software | 7,758 | 7,758 | |||||||
Total property and equipment | 111,029 | 98,129 | |||||||
Less accumulated depreciation and amortization | (51,636 | ) | (47,772 | ) | |||||
Property and equipment — net | $ | 59,393 | $ | 50,357 | |||||
Debt_Tables
Debt (Tables) | 3 Months Ended | ||||
Jan. 02, 2015 | |||||
Debt Disclosure [Abstract] | |||||
Schedule of Remained Outstanding on Term Loans | As of January 2, 2015, the following remained outstanding on the Term Loans: | ||||
Principal balance | $ | 348,250 | |||
Unamortized discount | (2,375 | ) | |||
345,875 | |||||
Current portion | 3,500 | ||||
Long-term, less current portion | $ | 342,375 | |||
Schedule of Minimum Principal Payments under Term Loans | As of January 2, 2015, the minimum principal payments under the Term Loans in future fiscal years was as follows (in thousands): | ||||
2015 (rest of fiscal year) | $ | 2,625 | |||
2016 | 3,500 | ||||
2017 | 3,500 | ||||
2018 | 3,500 | ||||
2019 | 3,500 | ||||
Thereafter | 331,625 | ||||
Total | $ | 348,250 | |||
Goodwill_and_Intangible_Assets1
Goodwill and Intangible Assets (Tables) | 3 Months Ended | ||||||||||||||||||||||||||||
Jan. 02, 2015 | |||||||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||||||||||||||||||
Summary of Amortization Expense of Intangible Assets | Amortization expense related to intangible assets is as follows (in thousands): | ||||||||||||||||||||||||||||
Three Months Ended | |||||||||||||||||||||||||||||
January 2, | January 3, | ||||||||||||||||||||||||||||
2015 | 2014 | ||||||||||||||||||||||||||||
Cost of revenue | $ | 5,359 | $ | 1,968 | |||||||||||||||||||||||||
Selling, general and administrative | 1,053 | 385 | |||||||||||||||||||||||||||
Total | $ | 6,412 | $ | 2,353 | |||||||||||||||||||||||||
Summary of Intangible Assets | Intangible assets consist of the following (in thousands): | ||||||||||||||||||||||||||||
January 2, | October 3, | ||||||||||||||||||||||||||||
2015 | 2014 | ||||||||||||||||||||||||||||
Acquired technology | $ | 150,757 | $ | 131,953 | |||||||||||||||||||||||||
Customer relationships | 138,170 | 24,670 | |||||||||||||||||||||||||||
In-process research and development | 17,970 | 17,970 | |||||||||||||||||||||||||||
Trade name | 3,400 | 3,400 | |||||||||||||||||||||||||||
Backlog | 3,800 | — | |||||||||||||||||||||||||||
Total | 314,097 | 177,993 | |||||||||||||||||||||||||||
Less accumulated amortization | (41,772 | ) | (35,360 | ) | |||||||||||||||||||||||||
Intangible assets — net | $ | 272,325 | $ | 142,633 | |||||||||||||||||||||||||
Summary of Activity in Intangible Assets and Goodwill | A summary of the activity in intangible assets and goodwill follows (in thousands): | ||||||||||||||||||||||||||||
Total | Acquired | Customer | In-Process | Trade | Backlog | Goodwill | |||||||||||||||||||||||
Technology | Relationships | Research and | Name | ||||||||||||||||||||||||||
Development | |||||||||||||||||||||||||||||
Balance at October 3, 2014 | $ | 188,777 | $ | 131,953 | $ | 24,670 | $ | 17,970 | $ | 3,400 | $ | — | $ | 10,784 | |||||||||||||||
BinOptics acquisition | 220,234 | 17,954 | 113,500 | — | — | 3,800 | 84,980 | ||||||||||||||||||||||
Other intangibles purchased | 850 | 850 | — | — | — | — | — | ||||||||||||||||||||||
Balance at January 2, 2015 | $ | 409,861 | $ | 150,757 | $ | 138,170 | $ | 17,970 | $ | 3,400 | $ | 3,800 | $ | 95,764 | |||||||||||||||
Summary of Estimated Amortization of Intangible Assets in Future Fiscal Years | As of January 2, 2015, estimated amortization of the intangible assets in future fiscal years, subject to the completion of the purchase price allocation for the BinOptics Acquisition, was as follows (in thousands): | ||||||||||||||||||||||||||||
2015 (rest of fiscal year) | $ | 31,256 | |||||||||||||||||||||||||||
2016 | 34,071 | ||||||||||||||||||||||||||||
2017 | 34,143 | ||||||||||||||||||||||||||||
2018 | 32,760 | ||||||||||||||||||||||||||||
2019 | 31,019 | ||||||||||||||||||||||||||||
Thereafter | 89,977 | ||||||||||||||||||||||||||||
Total | $ | 253,226 | |||||||||||||||||||||||||||
Income_Loss_Per_Share_Tables
Income (Loss) Per Share (Tables) | 3 Months Ended | ||||||||
Jan. 02, 2015 | |||||||||
Earnings Per Share [Abstract] | |||||||||
Computation for Basic and Diluted Net Income (Loss) Per Share of Common Stock | The following table sets forth the computation for basic and diluted net income per share of common stock (in thousands, except per share data): | ||||||||
Three Months Ended | |||||||||
January 2, | January 3, | ||||||||
2015 | 2014 | ||||||||
Numerator: | |||||||||
Net loss | $ | (6,306 | ) | $ | (8,921 | ) | |||
Denominator: | |||||||||
Weighted average common shares outstanding-basic | 47,606 | 46,517 | |||||||
Dilutive effect of options, restricted stock and warrants | — | — | |||||||
Weighted average common shares outstanding-diluted | 47,606 | 46,517 | |||||||
Common stock loss per share: | |||||||||
Basic | $ | (0.13 | ) | $ | (0.19 | ) | |||
Diluted | $ | (0.13 | ) | $ | (0.19 | ) | |||
Restructurings_Tables
Restructurings (Tables) | 3 Months Ended | ||||
Jan. 02, 2015 | |||||
Restructuring and Related Activities [Abstract] | |||||
Summary of Costs Related to Restructuring Actions | The following is a summary of the costs incurred and remaining balances included in accrued expenses related to restructuring actions taken (in thousands): | ||||
Balance-October 3, 2014 | $ | 801 | |||
Current period charges - continuing operations | — | ||||
Payments | (734 | ) | |||
Balance-January 2, 2015 | $ | 67 | |||
ShareBased_Compensation_Tables
Share-Based Compensation (Tables) | 3 Months Ended | ||||||||||||||||
Jan. 02, 2015 | |||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||||||
Effects of Stock-Based Compensation Expense Related to Stock-Based Awards to Employees and Nonemployees | The following table presents the effects of share-based compensation expense related to share-based awards to employees and non-employees in the Company’s consolidated statements of operations during the periods presented (in thousands): | ||||||||||||||||
Three Months Ended | |||||||||||||||||
January 2, | January 3, | ||||||||||||||||
2015 | 2014 | ||||||||||||||||
Cost of revenue | $ | 346 | $ | 283 | |||||||||||||
Research and development | 962 | 484 | |||||||||||||||
Selling, general and administrative | 1,851 | 1,078 | |||||||||||||||
Total stock-based compensation expense | $ | 3,159 | $ | 1,845 | |||||||||||||
Summary of Stock Option Activity | A summary of stock option activity for the three months ended January 2, 2015, is as follows (in thousands, except per share amounts): | ||||||||||||||||
Number of | Weighted- | Weighted- | Aggregate | ||||||||||||||
Shares | Average | Average | Intrinsic | ||||||||||||||
Exercise Price | Remaining | Value | |||||||||||||||
Per Share | Contractual | ||||||||||||||||
Term | |||||||||||||||||
(in years) | |||||||||||||||||
Outstanding-October 3, 2014 | 948 | $ | 11.73 | 6.6 | $ | 10,015 | |||||||||||
Granted | — | — | |||||||||||||||
Exercised | (45 | ) | 8.64 | ||||||||||||||
Forfeited, canceled or expired | — | — | |||||||||||||||
Outstanding-January 2, 2015 | 903 | $ | 11.87 | 6.5 | $ | 17,949 | |||||||||||
Options vested and expected to vest as of January 2, 2015 | 820 | $ | 11.3 | 6.3 | $ | 16,781 | |||||||||||
Options vested and exercisable as of January 2, 2015 | 523 | $ | 7.77 | 4.6 | $ | 12,622 | |||||||||||
Summary of Restricted Stock and Restricted Stock Units Activity | A summary of restricted stock and restricted stock units’ activity for the three months ended January 2, 2015, is as follows (in thousands): | ||||||||||||||||
Number of | Weighted- | Aggregate | |||||||||||||||
Shares | Average | Intrinsic | |||||||||||||||
Remaining | Value | ||||||||||||||||
Contractual | |||||||||||||||||
Term | |||||||||||||||||
(in years) | |||||||||||||||||
Issued and unvested shares-October 3, 2014 | 1,720 | 2.6 | $ | 37,203 | |||||||||||||
Granted | 83 | ||||||||||||||||
Vested and released | (41 | ) | |||||||||||||||
Forfeited, canceled or expired | (18 | ) | |||||||||||||||
Issued and unvested-January 2, 2015 | 1,744 | 2.4 | $ | 54,980 | |||||||||||||
Shares expected to vest | 1,566 | 2.4 | $ | 49,380 | |||||||||||||
Geographic_and_Significant_Cus1
Geographic and Significant Customer Information (Tables) | 3 Months Ended | ||||||||
Jan. 02, 2015 | |||||||||
Segment Reporting [Abstract] | |||||||||
Summary of Different Geographic Regions | Information about the Company’s operations in different geographic regions, based upon customer locations, is presented below (in thousands): | ||||||||
Three Months Ended | |||||||||
Revenue by Geographic Region | January 2, | January 3, | |||||||
2015 | 2014 | ||||||||
United States | $ | 64,054 | $ | 53,889 | |||||
International (1) | 50,810 | 30,265 | |||||||
Total | $ | 114,864 | $ | 84,154 | |||||
As of | |||||||||
Long-Lived Assets by Geographic Region | January 2, | October 3, | |||||||
2015 | 2014 | ||||||||
United States | $ | 49,219 | $ | 42,031 | |||||
International (2) | 10,174 | 8,326 | |||||||
Total | $ | 59,393 | $ | 50,357 | |||||
-1 | No international countries represented greater than 10% of revenue during the periods presented. | ||||||||
-2 | No international country or region represented greater than 10% of the total net long-lived assets as of the dates presented, other than the Asia-Pacific region, which accounted for 13% at January 2, 2015 and 11% at October 3, 2014. | ||||||||
Summary of Customer Concentrations as Percentage of Total Sales and Accounts Receivable | The following is a summary of customer concentrations as a percentage of revenue and accounts receivable as of and for the periods presented: | ||||||||
Three Months Ended | |||||||||
Revenue | January 2, | January 3, | |||||||
2015 | 2014 | ||||||||
Customer A | 19 | % | 23 | % | |||||
Customer B | 16 | % | 24 | % | |||||
Customer C | 10 | % | — | ||||||
As of | |||||||||
Accounts Receivable | January 2, | October 3, | |||||||
2015 | 2014 | ||||||||
Customer A | 16 | % | 16 | % | |||||
Customer B | 13 | % | 16 | % | |||||
Customer C | 11 | % | 7 | % |
Nature_of_Business_and_Basis_o
Nature of Business and Basis of Presentation - Additional Information (Detail) (USD $) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
In Millions, except Per Share data, unless otherwise specified | Jan. 02, 2015 | Jan. 02, 2015 | Jan. 03, 2014 | Oct. 03, 2014 |
Segment | ||||
Description Of Business And Basis Of Presentation [Line Items] | ||||
Number of reportable operating segment | 1 | |||
Reporting period description | Fiscal year 2015 is 52 weeks in length | Three months ended January 2, 2015 includes 13 weeks | three months ended January 3, 2014 includes 14 weeks | Fiscal year 2014 was 53 weeks in length |
Number of weeks in period | 52 weeks | 13 weeks | 14 weeks | 53 weeks |
Deferred revenue for distributor sales | $17 | $17 | ||
Sales reserve associated with inventory | 4.5 | |||
Reserve for net revenue impact on distributor sales | 5.5 | 5.5 | ||
Net revenue impact | 15.1 | |||
Increase (Decrease) in net income | -8.5 | |||
Inventory cost | 4.7 | 4.7 | ||
Increase (Decrease) to earnings per share | ($0.18) | |||
Deferred Inventory [Member] | ||||
Description Of Business And Basis Of Presentation [Line Items] | ||||
Deferred revenue for distributor sales | 4.4 | 4.4 | ||
Sales reserve associated with inventory | $1 | |||
Nitronex LLC [Member] | ||||
Description Of Business And Basis Of Presentation [Line Items] | ||||
Date of acquisition | 13-Feb-14 |
Acquisitons_Additional_Informa
Acquisitons - Additional Information (Detail) (USD $) | 0 Months Ended | 3 Months Ended | 0 Months Ended | 12 Months Ended | |||
Dec. 15, 2014 | Jan. 02, 2015 | Jan. 03, 2014 | Feb. 13, 2014 | Nov. 17, 2014 | Oct. 03, 2014 | Dec. 18, 2013 | |
Business Acquisition [Line Items] | |||||||
Outstanding shares of common stock, par value | $0.00 | ||||||
Purchase price of acquisition | $223,070,000 | $232,028,000 | |||||
Business acquisition, intangible assets | 135,254,000 | ||||||
Contingent purchase price, maximum | 1,300,000 | ||||||
Goodwill acquired, deductible for tax purpose | 1,700,000 | ||||||
Minority investment in equity | 5,000,000 | ||||||
Equity investment for other than temporary impairment | 0 | ||||||
Convertible Debt [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Minority investment in the convertible debt | 300,000 | ||||||
Maximum [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Contingent purchase price, maximum | 1,300,000 | ||||||
Minority equity investment percentage | 20.00% | ||||||
Nitronex LLC [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Date of acquisition | 13-Feb-14 | ||||||
Business acquisition cost of acquired entity, cash paid | 26,100,000 | ||||||
Escrow deposit | 3,900,000 | ||||||
Escrow agreement expiration period | 2015-08 | ||||||
Mindspeed Acquisition [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Date of acquisition | 18-Dec-13 | ||||||
Aggregate consideration payable | 232,813,000 | ||||||
Business combination acquisition related costs | 4,500,000 | ||||||
Weighted-average life of identified intangible assets acquired | 7 years | ||||||
Outstanding shares of common stock, par value | $0.01 | ||||||
Outstanding shares of common stock at a purchase price per share | $5.05 | ||||||
Purchase price of acquisition | 232,028,000 | ||||||
Liabilities and incurred costs | 81,312,000 | ||||||
The fair value of the assumed options and stock awards | 4,100,000 | ||||||
Stock option vested | 785,000 | ||||||
Business acquisition, intangible assets | 138,663,000 | ||||||
BinOptics Corporation [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Date of acquisition | 15-Dec-14 | ||||||
Aggregate consideration payable | 224,100,000 | ||||||
Business combination cash on hand and incurrence of additional borrowing | 100,000,000 | ||||||
Business combination acquisition related costs | 4,600,000 | ||||||
Weighted-average life of identified intangible assets acquired | 9 years 3 months 18 days | ||||||
Purchase price of acquisition | 224,114,000 | ||||||
Liabilities and incurred costs | -52,046,000 | ||||||
Business acquisition, goodwill | 84,980,000 | ||||||
Business acquisition, intangible assets | 220,234,000 | ||||||
Other Acquisitions [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Business acquisition, goodwill | 3,900,000 | ||||||
Business acquisition, intangible assets | 1,600,000 | ||||||
Other Acquisitions [Member] | Minimum [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Weighted-average life of identified intangible assets acquired | 7 years | ||||||
Other Acquisitions [Member] | Maximum [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Weighted-average life of identified intangible assets acquired | 10 years | ||||||
Photenics Controls [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Contingent consideration liability | 800,000 | ||||||
I.K.E., Incorporated (IKE Micro) and Photonic Controls, LLC (Photonic Controls) [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Aggregate consideration payable | $2,800,000 | ||||||
Number of Businesses Acquired | 2 |
Acquisitions_Schedule_of_Aggre
Acquisitions - Schedule of Aggregate Purchase Price Allocated to Tangible and Identifiable Intangible Assets Acquired and Liabilities Assumed (Detail) (USD $) | 3 Months Ended | 0 Months Ended | |||
In Thousands, unless otherwise specified | Jan. 02, 2015 | Jan. 03, 2014 | Dec. 15, 2014 | Nov. 17, 2014 | Oct. 03, 2014 |
Consideration: | |||||
Cash paid upon closing, net of cash acquired | $223,070 | $232,028 | |||
Goodwill | 95,764 | 10,784 | |||
BinOptics Corporation [Member] | |||||
Business Acquisition [Line Items] | |||||
Current assets | 41,836 | ||||
Intangible assets | 135,254 | ||||
Deferred income taxes | 14,900 | 37,745 | |||
Other assets | 14,090 | ||||
Total assets acquired | 191,180 | ||||
Liabilities assumed: | |||||
Debt | 1,491 | ||||
Deferred income taxes | 14,900 | 37,745 | |||
Other liabilities | 12,810 | ||||
Total liabilities assumed | -52,046 | ||||
Net assets acquired | 139,134 | ||||
Consideration: | |||||
Cash paid upon closing, net of cash acquired | 224,114 | ||||
Total consideration | 224,100 | ||||
Goodwill | 84,980 | ||||
Mindspeed Acquisition [Member] | |||||
Business Acquisition [Line Items] | |||||
Current assets | 50,612 | ||||
Intangible assets | 138,663 | ||||
Deferred income taxes | 92,881 | ||||
Other assets | 31,788 | ||||
Total assets acquired | 313,944 | ||||
Liabilities assumed: | |||||
Current liabilities | 35,270 | ||||
Debt | 40,177 | ||||
Deferred income taxes | 92,881 | ||||
Other liabilities | 5,865 | ||||
Total liabilities assumed | 81,312 | ||||
Net assets acquired | 232,632 | ||||
Consideration: | |||||
Cash paid upon closing, net of cash acquired | 232,028 | ||||
Fair value of vested awards assumed in acquisition | 785 | ||||
Total consideration | 232,813 | ||||
Goodwill | $181 |
Acquisitions_Components_of_Acq
Acquisitions - Components of Acquired Intangible Assets on a Preliminary Basis (Detail) (USD $) | 0 Months Ended | 3 Months Ended |
In Thousands, unless otherwise specified | Dec. 15, 2014 | Jan. 02, 2015 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Acquired intangible assets | $135,254 | |
BinOptics Corporation [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Acquired intangible assets | 220,234 | |
Mindspeed Acquisition [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Acquired intangible assets | 138,663 | |
Developed Technology [Member] | BinOptics Corporation [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Acquired intangible assets | 17,954 | |
Acquired intangible assets, Useful Lives | 7 years | |
Developed Technology [Member] | Mindspeed Acquisition [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Acquired intangible assets | 109,263 | |
Acquired intangible assets, Useful Lives | 7 years | |
Customer Relationships [Member] | BinOptics Corporation [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Acquired intangible assets | 113,500 | 113,500 |
Acquired intangible assets, Useful Lives | 10 years | |
Customer Relationships [Member] | Mindspeed Acquisition [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Acquired intangible assets | 11,430 | |
Acquired intangible assets, Useful Lives | 10 years | |
In-Process Research and Development [Member] | Mindspeed Acquisition [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Acquired intangible assets | 17,970 | |
Backlog [Member] | BinOptics Corporation [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Acquired intangible assets | $3,800 | $3,800 |
Acquired intangible assets, Useful Lives | 7 years |
Acquisitions_Summary_of_Revenu
Acquisitions - Summary of Revenue and Earnings (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Jan. 02, 2015 | Jan. 03, 2014 |
BinOptics Corporation [Member] | ||
Business Acquisition [Line Items] | ||
Revenue | $2,128 | |
Loss from continuing operations before income taxes and restructuring charges | -1,379 | |
Mindspeed Acquisition [Member] | ||
Business Acquisition [Line Items] | ||
Revenue | 1,253 | |
Loss from continuing operations before income taxes and restructuring charges | ($3,598) |
Acquisitions_Summary_of_Unaudi
Acquisitions - Summary of Unaudited Supplemental Pro Forma Data (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Jan. 02, 2015 | Jan. 03, 2014 |
BinOptics Corporation [Member] | ||
Business Acquisition [Line Items] | ||
Revenue | $126,731 | $90,764 |
Net loss | -7,611 | -11,727 |
Mindspeed Acquisition [Member] | ||
Business Acquisition [Line Items] | ||
Revenue | 102,924 | |
Net loss | ($8,078) |
Acquisitions_Summary_of_Operat
Acquisitions - Summary of Operating Results Through Dates of Divestitures Related to Divested Business (Detail) (USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Jan. 03, 2014 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Revenue | $457 |
Loss before income taxes | -3,374 |
Benefit for income taxes | -1,269 |
Loss from discontinued operations, net | -2,105 |
Mindspeed Acquisition [Member] | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Revenue | 457 |
Loss before income taxes | -3,374 |
Benefit for income taxes | 1,269 |
Loss from discontinued operations, net | ($2,105) |
Financial_Instruments_Assets_a
Financial Instruments - Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) (Fair Value, Measurements, Recurring [Member], USD $) | Jan. 02, 2015 | Oct. 03, 2014 |
In Thousands, unless otherwise specified | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | $250 | $250 |
Total liabilities measured at fair value | 27,229 | 16,621 |
Trading Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | 250 | 250 |
Contingent Consideration [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities measured at fair value | 820 | 820 |
Common Stock Warrant Liability [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities measured at fair value | 26,409 | 15,801 |
Unobservable Inputs (Level 3) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | 250 | 250 |
Total liabilities measured at fair value | 27,229 | 16,621 |
Unobservable Inputs (Level 3) [Member] | Trading Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | 250 | 250 |
Unobservable Inputs (Level 3) [Member] | Contingent Consideration [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities measured at fair value | 820 | 820 |
Unobservable Inputs (Level 3) [Member] | Common Stock Warrant Liability [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities measured at fair value | $26,409 | $15,801 |
Financial_Instruments_Changes_
Financial Instruments - Changes in Assets and Liabilities with Inputs Classified within Level 3 of Fair Value (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Jan. 02, 2015 | Jan. 03, 2014 |
Trading Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Changes in financial asset with inputs classified within Level 3 of the fair value, beginning balance | $250 | |
Net Realized/ Unrealized Losses (Gains) Included in Earnings | 0 | |
Purchases and Issuances | 0 | |
Sales and Settlements | 0 | |
Transfers in and/or (out) of Level 3 | 0 | |
Changes in financial asset with inputs classified within Level 3 of the fair value, ending balance | 250 | |
Contingent Consideration [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Changes in financial liabilities with inputs classified within Level 3 of the fair value, beginning balance | 820 | |
Purchases and Issuances | 0 | |
Sales and Settlements | 0 | |
Transfers in and/or (out) of Level 3 | 0 | |
Changes in financial liabilities with inputs classified within Level 3 of the fair value, ending balance | 820 | |
Common Stock Warrant Liability [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Changes in financial liabilities with inputs classified within Level 3 of the fair value, beginning balance | 15,801 | 11,873 |
Net Realized/ Unrealized Losses (Gains) Included in Earnings | 10,608 | -1,282 |
Purchases and Issuances | 0 | 0 |
Sales and Settlements | 0 | 0 |
Transfers in and/or (out) of Level 3 | 0 | 0 |
Changes in financial liabilities with inputs classified within Level 3 of the fair value, ending balance | $26,409 | $10,591 |
Financial_Instruments_Addition
Financial Instruments - Additional Information (Detail) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Jan. 02, 2015 | Oct. 03, 2014 |
Fair Value Measurements Of Financial Instruments [Line Items] | ||
Expected life of common stock warrants | 6 years | |
Expected volatility | 39.40% | |
Risk free rate | 1.90% | |
Contingent consideration, maximum | $1.30 | |
Maximum [Member] | ||
Fair Value Measurements Of Financial Instruments [Line Items] | ||
Contingent consideration, maximum | $1.30 |
Inventories_Components_of_Inve
Inventories - Components of Inventories (Detail) (USD $) | Jan. 02, 2015 | Oct. 03, 2014 |
In Thousands, unless otherwise specified | ||
Inventory Disclosure [Abstract] | ||
Raw materials | $42,068 | $34,919 |
Work-in-process | 4,249 | 5,500 |
Finished goods | 42,891 | 33,153 |
Total | $89,208 | $73,572 |
Property_and_Equipment_Compone
Property and Equipment - Components of Property and Equipment (Detail) (USD $) | Jan. 02, 2015 | Oct. 03, 2014 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $111,029 | $98,129 |
Less accumulated depreciation and amortization | -51,636 | -47,772 |
Property and equipment - net | 59,393 | 50,357 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 75,027 | 68,438 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 8,594 | 7,998 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 1,139 | 1,017 |
Construction in Process [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 18,511 | 12,918 |
Computer Equipment and Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $7,758 | $7,758 |
Property_and_Equipment_Additio
Property and Equipment - Additional Information (Detail) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Jan. 02, 2015 | Jan. 03, 2014 |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization expense | $3.90 | $3.20 |
Debt_Additional_Information_De
Debt - Additional Information (Detail) (USD $) | 0 Months Ended | 3 Months Ended | ||
8-May-14 | Sep. 26, 2013 | Jan. 02, 2015 | Jan. 03, 2014 | |
Debt Instrument [Line Items] | ||||
Indebtedness on revolving credit facility | $245,000,000 | $100,000,000 | $220,000,000 | |
Repayment of outstanding credit facility | 245,000,000 | |||
Term loan, Prime rate | 0.75% | |||
Estimated fair value of Term Loans | 343,000,000 | |||
BinOptics Corporation [Member] | ||||
Debt Instrument [Line Items] | ||||
Indebtedness on revolving credit facility | 100,000,000 | |||
Revolving Credit Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Revolving credit facility maturity date | 30-Sep-18 | |||
Revolving credit facility amended date | 5-Nov-13 | |||
Revolving credit facility maximum borrowing availability | 300,000,000 | |||
Credit facility, remaining borrowing capacity | 0 | |||
Debt issuance fee | 8,700,000 | |||
Unamortized deferred financing costs | 7,800,000 | |||
Revolving Credit Facility [Member] | Minimum [Member] | ||||
Debt Instrument [Line Items] | ||||
Percentage of unused line fee | 0.25% | |||
Revolving Credit Facility [Member] | Minimum [Member] | LIBOR [Member] | ||||
Debt Instrument [Line Items] | ||||
Applicable margin rate | 2.00% | |||
Revolving Credit Facility [Member] | Minimum [Member] | Base Rate [Member] | ||||
Debt Instrument [Line Items] | ||||
Applicable margin rate | 1.00% | |||
Revolving Credit Facility [Member] | Maximum [Member] | ||||
Debt Instrument [Line Items] | ||||
Percentage of unused line fee | 0.38% | |||
Revolving Credit Facility [Member] | Maximum [Member] | LIBOR [Member] | ||||
Debt Instrument [Line Items] | ||||
Applicable margin rate | 2.50% | |||
Revolving Credit Facility [Member] | Maximum [Member] | Base Rate [Member] | ||||
Debt Instrument [Line Items] | ||||
Applicable margin rate | 1.50% | |||
Term Loans [Member] | ||||
Debt Instrument [Line Items] | ||||
Revolving credit facility maturity date | 31-May-21 | |||
Revolving credit facility maximum borrowing availability | 348,250,000 | |||
Deferred financing costs | 2,100,000 | |||
Term loan discount rate | 0.75% | |||
Revolving credit facility interest rate | Borrowings under the Revolving Facility bear interest (payable quarterly) at (i) for LIBOR loans, a rate per annum equal to the LIBOR rate, plus an applicable margin in the range of 2.00% to 2.50% (based on the Companybs total net leverage ratio being within certain defined ranges), and (ii) for base rate loans, a rate per annum equal to the prime rate, plus an applicable margin in the range of 1.00% to 1.50% (based on the Companybs total net leverage ratio being within certain defined ranges). | |||
Term loans payment term | The Term Loans are payable in quarterly principal installments equal to 0.25% of the aggregate dollar amount of all Term Loans outstanding at the signing of the Credit Agreement, beginning on the last business day of September 2014, with the remainder due on the maturity date. | |||
Percentage of quarterly principal installment | 0.25% | |||
Principal amount | 348,250,000 | |||
Term Loans [Member] | LIBOR [Member] | ||||
Debt Instrument [Line Items] | ||||
Floor rate | 0.75% | |||
Applicable margin rate | 3.75% | |||
Term Loans [Member] | Base Rate [Member] | ||||
Debt Instrument [Line Items] | ||||
Floor rate | 1.75% | |||
Applicable margin rate | 2.75% | |||
Revolving Credit Facility One [Member] | ||||
Debt Instrument [Line Items] | ||||
Revolving credit facility maturity date | 31-May-19 | |||
Revolving credit facility maximum borrowing availability | $100,000,000 |
Debt_Schedule_of_Remained_Outs
Debt - Schedule of Remained Outstanding on Term Loans (Detail) (USD $) | Jan. 02, 2015 | Oct. 03, 2014 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ||
Current portion | $3,500 | $3,478 |
Long-term, less current portion | 442,375 | 343,178 |
Term Loans [Member] | ||
Debt Instrument [Line Items] | ||
Principal balance | 348,250 | |
Unamortized discount | -2,375 | |
Long-term including current portion | 345,875 | |
Long-term including current portion | 345,875 | |
Current portion | 3,500 | |
Long-term, less current portion | $342,375 |
Debt_Schedule_of_Minimum_Princ
Debt - Schedule of Minimum Principal Payments under Term Loans (Detail) (Term Loans [Member], USD $) | Jan. 02, 2015 |
In Thousands, unless otherwise specified | |
Term Loans [Member] | |
Debt Instrument [Line Items] | |
2015 (rest of fiscal year) | $2,625 |
2016 | 3,500 |
2017 | 3,500 |
2018 | 3,500 |
2019 | 3,500 |
Thereafter | 331,625 |
Total | $348,250 |
Intangible_Assets_Summary_of_A
Intangible Assets - Summary of Amortization Expense of Intangible Assets (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Jan. 02, 2015 | Jan. 03, 2014 |
Finite-Lived Intangible Assets [Line Items] | ||
Total | $6,412 | $2,353 |
Cost of Revenue [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total | 5,359 | 1,968 |
Selling, General and Administrative [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total | $1,053 | $385 |
Intangible_Assets_Summary_of_I
Intangible Assets - Summary of Intangible Assets (Detail) (USD $) | Jan. 02, 2015 | Oct. 03, 2014 | Jan. 03, 2014 |
In Thousands, unless otherwise specified | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets | $314,097 | $177,993 | |
Less accumulated amortization | -41,772 | -35,360 | |
Intangible assets - net | 272,325 | 142,633 | |
Acquired Technology [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets | 150,757 | 131,953 | |
Less accumulated amortization | -33,100 | -27,800 | |
Customer Relationships [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets | 138,170 | 24,670 | |
Less accumulated amortization | -8,600 | -7,600 | |
Backlog [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets | 3,800 | ||
In-Process Research and Development [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets | 17,970 | 17,970 | |
Trade Name [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets | $3,400 | $3,400 |
Intangible_Assets_Summary_of_A1
Intangible Assets - Summary of Activity in Intangible Assets and Goodwill (Detail) (USD $) | 0 Months Ended | 3 Months Ended | |
In Thousands, unless otherwise specified | Dec. 15, 2014 | Jan. 02, 2015 | Oct. 03, 2014 |
Finite-Lived Intangible Assets [Line Items] | |||
Balance at October 3, 2014 | $188,777 | ||
Net intangibles acquired | 135,254 | ||
Other intangibles purchased | 850 | ||
Balance at January 2, 2015 | 409,861 | ||
Balance at October 3, 2014 | 10,784 | ||
Balance at January 2, 2015 | 95,764 | ||
In-Process Research and Development [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Balance at October 3, 2014 | 17,970 | ||
Balance at January 2, 2015 | 17,970 | 17,970 | |
Trade Name [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Balance at October 3, 2014 | 3,400 | ||
Balance at January 2, 2015 | 3,400 | 3,400 | |
BinOptics Corporation [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Net intangibles acquired | 220,234 | ||
Balance at October 3, 2014 | 84,980 | ||
Goodwill acquired | 84,980 | ||
Balance at January 2, 2015 | 84,980 | ||
Acquired Technology [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Balance at October 3, 2014 | 131,953 | ||
Other intangibles purchased | 850 | ||
Balance at January 2, 2015 | 150,757 | ||
Acquired Technology [Member] | BinOptics Corporation [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Net intangibles acquired | 17,954 | ||
Customer Relationships [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Balance at October 3, 2014 | 24,670 | ||
Balance at January 2, 2015 | 138,170 | 24,670 | |
Customer Relationships [Member] | BinOptics Corporation [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Net intangibles acquired | 113,500 | 113,500 | |
Backlog [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Balance at January 2, 2015 | 3,800 | ||
Backlog [Member] | BinOptics Corporation [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Net intangibles acquired | $3,800 | $3,800 |
Intangible_Assets_Summary_of_E
Intangible Assets - Summary of Estimated Amortization of Intangible Assets in Future Fiscal Years (Detail) (USD $) | Jan. 02, 2015 |
In Thousands, unless otherwise specified | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2015 (rest of fiscal year) | $31,256 |
2016 | 34,071 |
2017 | 34,143 |
2018 | 32,760 |
2019 | 31,019 |
Thereafter | 89,977 |
Amortizable intangible assets - net | $253,226 |
Intangible_Assets_Additional_I
Intangible Assets - Additional Information (Detail) (USD $) | 1 Months Ended | 3 Months Ended | ||
Jul. 31, 2013 | Jan. 02, 2015 | Jan. 03, 2014 | Oct. 03, 2014 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Accumulated amortization | $41,772,000 | $35,360,000 | ||
Maximum potential payments to be made for technology licensing and transfer agreement | 9,000,000 | |||
Amortization period of acquired technology | 2016 | |||
Minimum [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Period of potential payments to be made for technology licensing and transfer agreement | 2016-07 | |||
Acquired Technology [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Accumulated amortization | 33,100,000 | 27,800,000 | ||
Cost incurred in licensing and transfer of technology | 7,000,000 | 4,100,000 | ||
Customer Relationships [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Accumulated amortization | $8,600,000 | $7,600,000 |
Stockholders_Equity_Additional
Stockholders' Equity - Additional Information (Detail) (USD $) | Jan. 02, 2015 | Oct. 03, 2014 |
Statement of Stockholders' Equity [Abstract] | ||
Preferred stock, par value | $0.00 | |
Preferred stock, shares authorized | 10,000,000 | |
Common stock, par value | $0.00 | |
Common stock, shares authorized | 300,000,000 | |
Unvested shares of restricted common stock excluded from outstanding shares | 52,000 | 59,000 |
Income_Loss_Per_Share_Computat
Income (Loss) Per Share - Computation for Basic and Diluted Net Income (Loss) Per Share of Common Stock (Detail) (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Jan. 02, 2015 | Jan. 03, 2014 |
Numerator: | ||
Net loss | ($6,306) | ($8,921) |
Denominator: | ||
Weighted average common shares outstanding-basic | 47,606 | 46,517 |
Weighted average common shares outstanding-diluted | 47,606 | 46,517 |
Common stock loss per share: | ||
Basic | ($0.13) | ($0.19) |
Diluted | ($0.13) | ($0.19) |
Stock Options Restricted Stock and Warrants [Member] | ||
Denominator: | ||
Dilutive effect of options, restricted stock and warrants | 0 | 0 |
Income_Loss_Per_Share_Addition
Income (Loss) Per Share - Additional Information (Detail) | Jan. 02, 2015 | Jan. 03, 2014 |
In Thousands, unless otherwise specified | ||
Earnings Per Share [Abstract] | ||
Common stock issuable upon exercise of stock options, restricted stock and warrants | 1,599 | 1,267 |
Commitments_and_Contingencies_
Commitments and Contingencies - Additional Information (Detail) (USD $) | 3 Months Ended | ||
In Millions, unless otherwise specified | Jan. 02, 2015 | Oct. 03, 2014 | Jun. 13, 2014 |
Commitments and Contingencies Disclosure [Abstract] | |||
Outstanding non-cancelable purchase commitments | $3.50 | $5.20 | |
Bond value for secure injunction | $4 |
Restructurings_Summary_of_Cost
Restructurings - Summary of Costs Related to Restructuring Actions (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Jan. 02, 2015 | Jan. 03, 2014 |
Restructuring and Related Activities [Abstract] | ||
Beginning Balance of accrued costs | $801 | |
Current period charges - continuing operations | 0 | 13,090 |
Payments | -734 | |
Ending Balance of accrued costs | $67 |
ShareBased_Compensation_Plans_
Share-Based Compensation Plans - Effects of Stock-Based Compensation Expense Related to Stock-Based Awards to Employees and Non-Employees (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Jan. 02, 2015 | Jan. 03, 2014 |
Components Of Salaries And Benefits [Line Items] | ||
Total stock-based compensation expense | $3,159 | $1,845 |
Cost of Revenue [Member] | ||
Components Of Salaries And Benefits [Line Items] | ||
Total stock-based compensation expense | 346 | 283 |
Research and Development [Member] | ||
Components Of Salaries And Benefits [Line Items] | ||
Total stock-based compensation expense | 962 | 484 |
Selling, General and Administrative [Member] | ||
Components Of Salaries And Benefits [Line Items] | ||
Total stock-based compensation expense | $1,851 | $1,078 |
ShareBased_Compensation_Plans_1
Share-Based Compensation Plans - Additional Information (Detail) (USD $) | 1 Months Ended | 3 Months Ended | 0 Months Ended |
Apr. 30, 2014 | Jan. 02, 2015 | Jan. 23, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock options granted targeted vesting period | 10 years | 4 years | |
Percentage of options granted to vest at the end of One year | 25.00% | ||
Exercisable period of options granted | 10 years | ||
Vesting period of RSU granted | Annually over one to five years | ||
Shares available for future grants | 9,800,000 | ||
Additional awards issued | 0 | ||
Total intrinsic value of options exercised | $806,000 | ||
Compensation cost expected to be recognized | 3 years | 2 years 4 months 24 days | |
Stock options granted | 0 | ||
Stock options granted, fair value | 3,500,000 | ||
Target price per share for any remaining unamortized compensation cost that will be recognized | $32.55 | ||
Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock options granted | 405,000 | ||
Subsequent Event [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Target price per share for any remaining unamortized compensation cost that will be recognized | $32.55 | ||
Compensation expense to be recognized | 2,500,000 | ||
Subsequent Event [Member] | Common Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Closing price per share | $34.79 | ||
Nonvested Stock Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total unrecognized compensation cost | 1,900,000 | ||
Restricted Stock Units [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total unrecognized compensation cost | 18,800,000 | ||
Compensation cost expected to be recognized | 3 years 4 months 24 days | ||
Fair value of restricted stock awards vesting, total | $949,000 |
ShareBased_Compensation_Plans_2
Share-Based Compensation Plans - Summary of Stock Option Activity (Detail) (USD $) | 3 Months Ended | 12 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Jan. 02, 2015 | Oct. 03, 2014 |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Number of Shares, Outstanding, Beginning balance | 948 | |
Number of Shares, Granted | 0 | |
Number of Shares, Exercised | -45 | |
Number of Shares, Forfeited, canceled or expired | 0 | |
Number of Shares, Outstanding, Ending balance | 903 | 948 |
Number of Shares, Options vested and expected to vest as of January 2, 2015 | 820 | |
Number of Shares, Options vested and exercisable as of January 2, 2015 | 523 | |
Weighted-Average Exercise Price Per Share, Outstanding, Beginning balance | $11.73 | |
Weighted-Average Exercise Price Per Share, Granted | $0 | |
Weighted-Average Exercise Price Per Share, Exercised | $8.64 | |
Weighted-Average Exercise Price Per Share, Forfeited, canceled or expired | $0 | |
Weighted-Average Exercise Price Per Share, Outstanding, Ending balance | $11.87 | $11.73 |
Weighted-Average Exercise Price Per Share, Options vested and expected to vest as of January 2, 2015 | $11.30 | |
Weighted-Average Exercise Price Per Share, Options vested and exercisable as of January 2, 2015 | $7.77 | |
Weighted-Average Remaining Contractual Term (in years), Outstanding-January 2, 2015 | 6 years 6 months | 6 years 7 months 6 days |
Weighted-Average Remaining Contractual Term (in years), Options vested and expected to vest as of January 2, 2015 | 6 years 3 months 18 days | |
Weighted-Average Remaining Contractual Term (in years), Options vested and exercisable as of January 2, 2015 | 4 years 7 months 6 days | |
Aggregate Intrinsic Value, Outstanding, Beginning balance | $10,015 | |
Aggregate Intrinsic Value, Outstanding, Ending balance | 17,949 | 10,015 |
Aggregate Intrinsic Value, Options vested and expected to vest - October 3, 2014 | 16,781 | |
Aggregate Intrinsic Value, Options exercisable - October 3, 2014 | $12,622 |
ShareBased_Compensation_Plans_3
Share-Based Compensation Plans - Summary of Restricted Stock and Restricted Stock Units Activity (Detail) (USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Jan. 02, 2015 |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Number of Shares, Issued and unvested - October 3, 2014 | 1,720 |
Number of Shares, Granted | 83 |
Number of Shares, Vested and released | -41 |
Number of Shares, Forfeited, canceled or expired | -18 |
Number of Shares, Issued and unvested - January 2, 2015 | 1,744 |
Number of Shares, Shares expected to vest | 1,566 |
Weighted-Average Remaining Contractual Term (in Years), Issued and unvested - October 3, 2014 | 2 years 7 months 6 days |
Weighted-Average Remaining Contractual Term (in Years), Issued and unvested shares - January 2, 2015 | 2 years 4 months 24 days |
Weighted-Average Remaining Contractual Term (in Years), Shares expected to vest | 2 years 4 months 24 days |
Aggregate Intrinsic Value, Issued and unvested - Beginning Balance | $37,203 |
Aggregate Intrinsic Value, Issued and unvested shares - Ending Balance | 54,980 |
Aggregate Intrinsic Value, Shares expected to vest | $49,380 |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 3 Months Ended | |||
Jan. 02, 2015 | Jan. 03, 2014 | Oct. 03, 2014 | Dec. 15, 2014 | |
Income Taxes [Line Items] | ||||
U.S. federal statutory income tax rate | 35.00% | 35.00% | ||
Unrecognized tax benefit, reduction in current deferred tax assets | $1.40 | |||
Unrecognized tax benefit | 1,700,000 | 1,700,000 | ||
Other Noncurrent Liabilities [Member] | ||||
Income Taxes [Line Items] | ||||
Unrecognized tax benefit | 300,000 | |||
BinOptics Corporation [Member] | ||||
Income Taxes [Line Items] | ||||
Net operating loss carryforwards | 38,400,000 | |||
Expiration beginning year for net operating loss carryforwards | 2034 | |||
Federal research and development tax credit carryforwards | 1,500,000 | |||
Deferred income tax liability | 37,700,000 | |||
Deferred income tax asset | 14,900,000 | 37,745,000 | ||
Net deferred income tax liability | $52,600,000 |
RelatedParty_Transactions_Addi
Related-Party Transactions - Additional Information (Detail) (USD $) | 3 Months Ended | |
Jan. 02, 2015 | Jan. 03, 2014 | |
Related Party Transaction [Abstract] | ||
Minimum service requirements or payment obligations | $0 | |
Notice period to terminate agreement | 30 days | |
Other income-related party | $0 | $78,000 |
Divestitures_Additional_Inform
Divestitures - Additional Information (Detail) (USD $) | 1 Months Ended | 12 Months Ended | |
Feb. 28, 2014 | 31-May-14 | Oct. 03, 2014 | |
Divestitures [Line Items] | |||
Gain (loss) on sale of asset | $0 | ||
Selling price of wireless business | 12,000,000 | ||
Product Line One [Member] | |||
Divestitures [Line Items] | |||
Gain (loss) on sale of asset | 0 | ||
Cash proceeds from sale of non-core assets | $12,000,000 |
Divestitures_Summary_of_Operat
Divestitures - Summary of Operating Results Through Dates of Divestiture Related to Divested Businesses (Detail) (USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Jan. 03, 2014 |
Income Statement [Abstract] | |
Revenue | $457 |
Loss before income taxes | -3,374 |
Benefit for income taxes | 1,269 |
Loss from discontinued operations | ($2,105) |
Supplemental_Cash_Flow_Informa1
Supplemental Cash Flow Information - Additional Information (Detail) (USD $) | 0 Months Ended | |
In Millions, unless otherwise specified | Jan. 02, 2015 | Jan. 03, 2014 |
Equity [Abstract] | ||
Unpaid amounts related to purchase of assets | $1.70 | $1.20 |
Geographic_and_Significant_Cus2
Geographic and Significant Customer Information - Additional Information (Detail) | 3 Months Ended | |
Jan. 02, 2015 | Jan. 03, 2014 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Number of reportable operating segment | 1 | |
Number of major customers | 10 | |
Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Concentration risk, percentage | 65.00% | 65.00% |
Geographic_and_Significant_Cus3
Geographic and Significant Customer Information - Summary of Different Geographic Regions (Detail) (USD $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | Jan. 02, 2015 | Jan. 03, 2014 | Oct. 03, 2014 |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenue by Geographic Region | $114,864 | $84,154 | |
Long-Lived Assets by Geographic Region | 59,393 | 50,357 | |
United States [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenue by Geographic Region | 64,054 | 53,889 | |
Long-Lived Assets by Geographic Region | 49,219 | 42,031 | |
International [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenue by Geographic Region | 50,810 | 30,265 | |
Long-Lived Assets by Geographic Region | $10,174 | $8,326 |
Geographic_and_Significant_Cus4
Geographic and Significant Customer Information - Summary of Different Geographic Regions (Parenthetical) (Detail) | Jan. 02, 2015 | Oct. 03, 2014 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Percentage of geographic segment long-lived assets threshold | 10.00% | 10.00% |
Asia-Pacific Region [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Percentage of geographic segment long-lived assets threshold | 13.00% | 11.00% |
Geographic_and_Significant_Cus5
Geographic and Significant Customer Information - Summary of Customer Concentrations as Percentage of Total Sales and Accounts Receivable (Detail) (Customer Concentration Risk [Member]) | 3 Months Ended | 0 Months Ended | ||
Jan. 02, 2015 | Jan. 03, 2014 | Jan. 02, 2015 | Oct. 03, 2014 | |
Sales Revenue, Net [Member] | ||||
Revenue from External Customer [Line Items] | ||||
Concentration risk, percentage | 65.00% | 65.00% | ||
Customera [Member] | Sales Revenue, Net [Member] | ||||
Revenue from External Customer [Line Items] | ||||
Concentration risk, percentage | 19.00% | 23.00% | ||
Customera [Member] | Accounts Receivable [Member] | ||||
Revenue from External Customer [Line Items] | ||||
Concentration risk, percentage | 16.00% | 16.00% | ||
Customer B [Member] | Sales Revenue, Net [Member] | ||||
Revenue from External Customer [Line Items] | ||||
Concentration risk, percentage | 16.00% | 24.00% | ||
Customer B [Member] | Accounts Receivable [Member] | ||||
Revenue from External Customer [Line Items] | ||||
Concentration risk, percentage | 13.00% | 16.00% | ||
Customer C [Member] | Sales Revenue, Net [Member] | ||||
Revenue from External Customer [Line Items] | ||||
Concentration risk, percentage | 10.00% | |||
Customer C [Member] | Accounts Receivable [Member] | ||||
Revenue from External Customer [Line Items] | ||||
Concentration risk, percentage | 11.00% | 7.00% |